Volga Gas: For Sale – One Careful Owner

The Board of Volga Gas has been exploring strategic options for the business, including seeking potential offerors for the Company by means of a “formal sale process” pursuant to the City Code on Takeovers and Mergers (the “Code”) under which the Board of Volga Gas is able to have discussions with third parties interested in such a transaction on a confidential basis.

Consequently, the Company is to conduct a formal sale process through Otkritie. Interested parties will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties before being permitted to participate in the process. The Company then intends to provide participants who have entered into such non-disclosure agreements with access to information with which to evaluate whether to make, and the terms of, any offer.  Potential offerors for the entire issued and to be issued share capital of the Company should contact Otkritie (details below).

Implications of the Formal Sale Process under the Code

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement fee or other offer-related arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.

The Board of Volga Gas reserves the right to alter any aspect of the formal sale process or to terminate it at any time and in such cases will make an announcement as appropriate.

The Board of Volga Gas also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

There can be no certainty that any offers will be made as a result of the formal sale process, that any sale or transaction will be concluded, nor as to the terms on which any offer might be made.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Volga Gas confirms that it currently has in issue 81,017,800 ordinary shares of 1 pence each. The International Securities Identification Number for the ordinary shares is GB00B1VN4809.

A further announcement will be made as appropriate.