GEM Capital Holdings (CY) Ltd – Commencement of Compulsory Acquisition Process
On 14 December 2020, GEM Capital Holdings (CY) Ltd (“GEM”) made a cash offer (the “Offer”) to acquire the entire issued and to be issued ordinary share capital of Volga Gas plc (“Volga Gas” or the “Company”). Under the terms of the Offer, Volga Gas Shareholders are entitled to receive, for each Volga Gas Share held, 23.71 pence in cash. The document setting out the full terms of, and Conditions to, the Offer (the “Offer Document”) was posted to Volga Gas Shareholders on 14 December 2020.
On 5 March 2021, GEM declared its Offer unconditional in all respects and announced that the Offer would remain open until further notice.
Compulsory acquisition
As at 1.00 p.m. (London time) on Thursday, 4 March 2021, GEM had received valid acceptances of its Offer in respect of 74,375,582 Volga Gas Shares, representing approximately 92.02 per cent. of Volga Gas’s existing issued ordinary share capital (excluding Treasury Shares). So far as GEM is aware, none of these acceptances has been received from persons acting, or deemed to be acting, in concert with GEM for the purposes of the Offer.
Accordingly, GEM is pleased to announce that compulsory acquisition notices (the “Notices”) pursuant to section 979 of the Companies Act 2006 are today being posted to those Volga Gas Shareholders who have not yet accepted the Offer (the “Non-Assenting Shareholders”) setting out GEM’s intention to acquire compulsorily all remaining Volga Gas Shares on the same terms as the Offer.
Unless Non-Assenting Shareholders apply to the Court and the Court orders otherwise, on the expiry of six weeks from the date of the Notices, being 22 April 2021, the Volga Gas Shares held by Non-Assenting Shareholders who have not accepted the Offer will be acquired compulsorily by GEM under the terms of the Offer and such Non-Assenting Shareholders will be entitled to receive 23.71 pence in cash for each Volga Gas Share which such Non-Assenting Shareholders hold on that date which will be paid to the Company on their behalf.
Cancellation of admission to trading on AIM
As announced by the Company on 8 March 2021, Volga Gas has applied to the London Stock Exchange for the cancellation of the admission of Volga Gas Shares to trading on AIM. Such cancellation is expected to take effect at, or shortly after, 7.00 a.m. (London time) on 8 April 2021.
Further acceptances
The Offer will remain open for acceptance until further notice. GEM will give not less than 14 days’ notice in writing to Volga Gas Shareholders who have not accepted the Offer that the Offer will remain open for such period, before closing it.
Volga Gas Shareholders who have not yet accepted the Offer in respect of their Volga Gas Shares are urged to do so as soon as possible, whilst it remains open for acceptance, rather than wait for their Volga Gas Shares to be compulsorily acquired by GEM.
Acceptance procedure
Full details of the procedure for accepting the Offer are set out in paragraph 12 of the letter from GEM to Volga Gas Shareholders set out in Part II of the Offer Document and are summarised below.
Volga Gas Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Volga Gas Shares held in certificated form (that is, not in CREST) must complete and sign the Form of Acceptance, in accordance with the instructions printed on it and contained in paragraph 12 of the letter from GEM to Volga Gas Shareholders set out in Part II of the Offer Document, and return it (along with any appropriate share certificate(s) and/or other document(s) of title), by post or by hand, to the Receiving Agent at Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible.
Volga Gas Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Volga Gas Shares held in uncertificated form (that is, in CREST) should follow the procedure for Electronic Acceptance through CREST in accordance with the instructions contained in paragraph 12 of the letter from GEM to Volga Gas Shareholders set out in Part II of the Offer Document so that a TTE Instruction settles as soon as possible. Volga Gas Shareholders who hold their Volga Gas Shares as a CREST sponsored member should refer to their CREST sponsor, as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.
Subject to certain restrictions relating to persons in any Restricted Jurisdiction, copies of the Offer Document and additional Forms of Acceptance can be obtained, free of charge, by contacting Link Group on telephone number 0371 664 0321 from within the UK, or +44 (0) 371 664 0321 if calling from outside the UK. Calls are charged at network providers’ standard rates and may be included within a plan but will vary by provider. Calls to the helpline from outside the UK will be charged at applicable international rates. Lines are open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday, excluding public holidays in England and Wales. Please note that Link Group cannot provide advice on the merits of the Offer nor give any financial, tax, investment or legal advice and calls may be recorded and randomly monitored for security and training purposes.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document
