TIDMVGAS
RNS Number : 9835R
GEM Capital Holdings (CY) Ltd
11 March 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
.
For immediate release
11 March 2021
RECOMMED ALL CASH OFFER
for
VOLGA GAS PLC
by
GEM CAPITAL HOLDINGS (CY) LTD
COMMENCEMENT OF COMPULSORY ACQUISITION PROCESS
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.
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
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
Important Notices
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.
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.
Publication on a website
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.
END
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END
OUPBDGDXSDBDGBB
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