TIDMVGAS
RNS Number : 5202K
GEM Capital Holdings (CY) Ltd
05 January 2021
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
this announcement contains inside information FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) No . 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
5 January 2021
ALL CASH OFFER
for
VOLGA GAS PLC
by
GEM CAPITAL HOLDINGS (CY) LTD
ANNOUNCEMENT OF ACCEPTANCE LEVELS AND EXTENSION OF OFFER
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, 4
January 2021, being the First Closing Date of the Offer, valid
acceptances of the Offer had been received in respect of 71,475,607
Volga Gas Shares, representing approximately 88.43 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 4 January 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 the next closing date, which
will be 1.00 p.m. (London time) on 18 January 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.
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 18 January 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.
Enquiries:
GEM Capital Holdings (CY) Ltd
Thomas Keane, Director +357 252 62622
Strand Hanson Limited
(Financial Adviser to GEM)
Stuart Faulkner
Rory Murphy
Matthew Chandler
James Dance
Jack Botros +44 (0) 20 7409 3494
Volga Gas plc
Andrey Zozulya, Chief Executive Officer +7 (903) 385 9889
Vadim Son, Chief Financial Officer +7 (905) 381 4377
Tony Alves, Investor Relations Consultant +44 (0) 7824 884 342
Renaissance Capital - Financial Consultant
Limited
(Financial Adviser to Volga Gas) +7 (916) 678 3214
Sergey Sedov +7 (499) 956 4060
Auctus Advisors LLP
(Rule 3 Adviser to Volga Gas)
Jonathan Wright +44 (0) 7711 627 449
SP Angel Corporate Finance LLP
(Nominated Adviser and Broker to Volga Gas)
Richard Morrison, Richard Hail, Adam Cowl +44 (0) 20 3470 0470
FTI Consulting
(Financial PR Adviser to Volga Gas)
Alex Beagley, Fern Duncan +44 (0) 20 3727 1000
Important Notice
Strand Hanson Limited ("Strand Hanson"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to GEM and no-one else
in connection with the Offer and other matters described in this
announcement and will not be responsible to anyone other than GEM
for providing the protections afforded to clients of Strand Hanson
nor for providing advice in relation to the Offer, the contents of
this announcement or any other matter referred to herein. Neither
Strand Hanson nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Strand
Hanson in connection with this announcement, any statement
contained herein or otherwise.
Renaissance Capital - Financial Consultant Limited ("Renaissance
Capital") is an affiliate of Renaissance Capital Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Renaissance Capital is acting exclusively as
financial adviser to Volga Gas and no-one else in connection with
the Offer and other matters described in this announcement and will
not be responsible to anyone other than Volga Gas for providing the
protections afforded to clients of Renaissance Capital nor for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to in herein. Neither
Renaissance Capital nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Renaissance Capital in connection with this announcement, any
statement contained herein or otherwise.
Auctus Advisors LLP ("Auctus") is an authorised representative
of Tamesis Partners LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority. Auctus is acting
exclusively as Rule 3 adviser to Volga Gas and no-one else in
connection with the Offer and other matters described in this
announcement and will not be responsible to anyone other than Volga
Gas for providing the protections afforded to clients of Auctus nor
for providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein. Neither Auctus
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Auctus in connection with this
announcement, any statement contained herein or otherwise.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as nominated adviser and broker to
Volga Gas and no-one else in connection with the Offer and other
matters described in this announcement and will not be responsible
to anyone other than Volga Gas for providing the protections
afforded to clients of SP Angel nor for providing advice in
relation to the Offer, the contents of this announcement or any
other matter referred to herein. Neither SP Angel nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of SP Angel in connection with this
announcement, any statement contained herein or otherwise.
VOLGA GAS SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT
CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN
OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF VOLGA GAS SHARES HELD
IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
Overseas jurisdictions
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
The Offer is being implemented in accordance with applicable
English law and is subject to the applicable requirements of the
Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by GEM or required by the Code, and
permitted by applicable law and regulation, the Offer is not being
made available directly or indirectly, in, into or from a
Restricted Jurisdiction or any other jurisdiction where to do so
would violate the laws in that jurisdiction and no person may
accept the Offer from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this announcement, the
Offer Document, the Form of Acceptance and all other documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction unless otherwise
determined by GEM and as permitted by applicable law, and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. All persons
receiving this announcement (including, without limitation,
custodians, nominees and trustees) should observe these
restrictions and any applicable legal or regulatory requirements of
their jurisdiction and must not mail or otherwise forward, send or
distribute this announcement in, into or from any Restricted
Jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Further details in relation to Overseas Shareholders are set out
in the Offer Document.
Dealing and Opening Position Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of Volga
Gas or of any securities exchange offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) Volga Gas and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 p.m. (London
time) on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th Business Day following the announcement
in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of Volga Gas
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of Volga Gas or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Volga Gas or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) Volga Gas and
(ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Volga Gas or a securities
exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by Volga Gas and
by any offeror and Dealing Disclosures must also be made by Volga
Gas, by any offeror and by any persons acting in concert with any
of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website and availability of hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Volga Gas's website at
www.volgagas.com and on GEM's website at www.gem.capital by no
later than 12.00 noon (London time) on the Business Day following
this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
Volga Gas Shareholders may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) free of charge by contacting the Receiving Agent,
Link Group, on 0371 664 0321 from within the UK or +44 (0) 371 664
0321 if calling from outside the UK between 9.00 a.m. to 5.30 p.m.,
Monday to Friday (except public holidays in England and Wales) or
by submitting a request in writing to the Receiving Agent at Link
Group, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU . Volga Gas Shareholders may also request
that all future documents, announcements and information to be sent
to them in relation to the Offer should be in hard copy form. If
you have received this announcement in electronic form, hard copies
of this announcement and any document or information incorporated
by reference into this announcement will not be provided unless
such a request is made.
END
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OUPUSSKRAAUARAR
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