TIDMVGAS
RNS Number : 4621I
GEM Capital Holdings (CY) Ltd
14 December 2020
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
14 December 2020
ALL CASH OFFER
for
VOLGA GAS PLC
by
GEM CAPITAL HOLDINGS (CY) LTD
Posting of Offer Document
On 16 November 2020, the board of directors of GEM Capital
Holdings (CY) Ltd ("GEM") (the "GEM Board") announced the terms of
a cash offer (the "Offer") to be made by GEM for the entire issued
and to be issued ordinary share capital of Volga Gas plc ("Volga
Gas" or the "Company").
The GEM Board announces that the Offer Document (the "Offer
Document") containing the full terms of, and Conditions to, the
Offer, is today being posted to Volga Gas Shareholders (other than
those located in a Restricted Jurisdiction), together (where
applicable) with the related Form of Acceptance (in respect of
Volga Gas Shares held in certificated form).
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 4 January 2021.
Full details of the procedure for accepting the Offer are set
out in the letter from GEM to Volga Gas Shareholders in Part II of
the Offer Document and are summarised below.
To accept the Offer in respect of Volga Gas Shares held in
certificated form (that is, not in CREST), Volga Gas Shareholders
must complete and sign the Form of Acceptance, in accordance with
the instructions printed on it and set out 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) using the
accompanying reply-paid envelope (for use within the UK only) as
soon as possible and, in any event, so as to be received by the
Receiving Agent, Link Group, by no later than 1.00 p.m. (London
time) on 4 January 2021. Additional Forms of Acceptance can be
obtained 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 the standard geographic rate and will
vary by provider. Calls outside the UK will be charged at the
applicable international rate. The helpline is 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 any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
To accept the Offer in respect of Volga Gas Shares held in
uncertificated form (that is, in CREST), Volga Gas Shareholders
should follow the procedure for Electronic Acceptance through CREST
in accordance with the instructions set out 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 and, in any event, by no later than 1.00 p.m. (London
time) on 4 January 2021. If Volga Gas Shareholders hold their Volga
Gas Shares as a CREST sponsored member, they should refer to their
CREST sponsor, as only their CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on
Volga Gas's website at www.volgagas.com and on GEM's website at
www.gem.capital while the Offer remains open for acceptance. For
the avoidance of doubt, the contents of the websites referred to
above are not incorporated into and do not form part of this
announcement.
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 will be implemented in accordance with applicable
English law and will be 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 will not be
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 will be
contained 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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December 14, 2020 02:00 ET (07:00 GMT)
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