Volgas Gas: 90% of Shareholders Agree to Sell to GEM Capital Holdings

Introduction

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.

Level of acceptances

GEM announces that as at 1.00 p.m. (London time) on Monday, 1 February 2021, being the third closing date of the Offer, valid acceptances of the Offer had been received in respect of 72,429,003 Volga Gas Shares, representing approximately 89.61 per cent. of Volga Gas’s existing issued ordinary share capital (excluding Treasury Shares), which GEM may count towards the satisfaction of the Acceptance Condition. 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.

Prior to the announcement of the Offer, GEM had received irrevocable undertakings from certain institutional and other major Volga Gas Shareholders in respect of, in aggregate, 64,710,349 Volga Gas Shares, representing approximately 80.07 per cent. of the existing issued ordinary share capital of Volga Gas (excluding Treasury Shares). Valid acceptances have been received in respect of all the Volga Gas Shares which were the subject of such irrevocable undertakings and are included in the level of acceptances detailed above.

Save as disclosed in this announcement, as at the close of business on 1 February 2021 (being the last Business Day prior to the date of this announcement), neither GEM nor the GEM Directors, nor so far as the GEM Directors are aware any other person acting, or deemed to be acting, in concert with GEM for the purposes of the Offer, has any interest in relevant securities of Volga Gas, or holds any right to subscribe for any relevant securities of Volga Gas, or holds any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, in any relevant securities of Volga Gas, or is party to any agreement to sell or to deliver any relevant securities of Volga Gas, or holds any right to require another person to purchase or take delivery of any relevant securities of Volga Gas, or has during the Offer Period borrowed or lent any relevant securities of Volga Gas.

Extension of the Offer

The Offer, which remains subject to the terms and Conditions set out or referred to in the Offer Document, has now been extended and will remain open for acceptance until 1.00 p.m. (London time) on 12 February 2021. Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the Business Day following the day on which the Offer is otherwise due to expire or such later time and date as the Panel may agree.

FAS Condition

Discussions with FAS Russia are continuing, with regard to satisfaction of the FAS Condition, and the GEM Directors remain confident that the condition will be satisfied prior to 5 March 2021.

Cancellation of admission to trading on AIM, compulsory acquisition and re-registration

As stated in the Offer Document, GEM confirms that if the Offer becomes or is declared unconditional in all respects and if GEM has by virtue of acceptances of the Offer acquired, or agreed to acquire, Volga Gas Shares which represent not less than 75 per cent. of the voting rights attaching to the Volga Gas Shares, GEM intends to procure that Volga Gas makes an application to the London Stock Exchange for the cancellation of the admission of Volga Gas Shares to trading on AIM and a further announcement will be made giving at least 20 Business Days’ notice prior to the anticipated cancellation of the admission to trading on AIM. It is also intended that, after the cancellation of the admission to trading on AIM, Volga Gas will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.

Given that valid acceptances have been received which exceed the 75 per cent. threshold, which would allow GEM to procure application for the cancellation of admission to trading of the Company’s ordinary share capital on AIM, GEM strongly recommends that Volga Gas Shareholders accept the Offer, as such cancellation would significantly reduce the liquidity and marketability of any Volga Gas Shares in respect of which the Offer had not been accepted at that time.

In addition, if GEM receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the Volga Gas Shares, and the voting rights attaching to such shares, to which the Offer relates and assuming that all of the Conditions have been satisfied or waived (if capable of being waived), GEM intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Volga Gas Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer.

Acceptance procedure

Volga Gas Shareholders who have not yet accepted the Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 12 February 2021.

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 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 a network provider’s standard rate 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.