TIDMVGAS
RNS Number : 3619M
Volga Gas PLC
11 May 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
This announcement contains inside information as defined in EU
Regulation No. 596/2014 and is in accordance with the Company's
obligations under Article 17 of that Regulation.
11 May 2020
Volga Gas plc
("Volga Gas", or "the Company")
STATEMENT RE SHARE PRICE MOVEMENT AND UPDATE ON THE STRATEGIC
REVIEW AND FORMAL SALE PROCESS
Volga Gas plc (LSE: VGAS), the oil and gas exploration and
production group operating in the Volga Region of Russia, today
provides a response to the recent share price movement as well as
an update on the strategic review and formal sales process ("FSP")
announced on 7 April 2020.
Share price movement
On Thursday, 7 May 2020, a long term consultant to the Company
with access to confidential information about the FSP had an
exchange of WhatsApp messages with a person purporting to be a
non-executive director of the Company. Following this exchange, the
Company's share price rose significantly. After the market closed,
the consultant became aware that the WhatsApp message exchange had
not in fact been with the non-executive director, but with a person
or persons unknown.
The Company has implemented additional protocols covering both
internal and external communications to prevent similar occurrences
in the future and will co-operate fully with any subsequent
investigation by regulatory authorities in the UK.
Strategic Review and FSP
Multiple parties have, following the provision by them of
non-binding expressions of interest, agreed to participate in the
FSP and they have been invited to proceed further by signing a
confidentiality agreement. Participation in the FSP includes the
provision of confidential due diligence materials and access to
Volga Gas management.
The Company looks forward to engaging with all potential
offerors in a constructive and positive manner through the FSP to
achieve an outcome that maximises value for Volga Gas
shareholders.
Further updates regarding the FSP will be provided as
appropriate.
There can be no certainty that any offers will be made as a
result of the FSP, that any sale or other transaction will be
concluded, nor as to the terms on which any offer or other
transaction may be made.
For further information, please contact:
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
S.P. Angel Corporate Finance LLP (Nominated
Adviser and Broker)
Richard Morrison, Richard Hail, Soltan
Tagiev +44 (0) 20 3470 0470
-----------------------
Auctus Advisors LLP (Rule 3 Advisor)
Jonathan Wright +44 (0) 7711 627 449
-----------------------
Renaissance Capital (Financial Advisor) +7 (916) 678-3214
Sergey Sedov +7 (499) 956-4060
-----------------------
FTI Consulting (Financial PR)
Alex Beagley, Fern Duncan +44 (0) 20 3727 1000
-----------------------
Additional information
Renaissance Capital - Financial Consultant Limited is an
affiliate of Renaissance Capital Limited, which is authorised and
regulated by the Financial Conduct Authority of the United Kingdom.
Renaissance Capital is acting exclusively for Volga Gas in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Volga Gas for
providing the protections afforded to clients of Renaissance
Capital or for providing advice in connection with the contents of
this announcement or any other matter referred to in this
announcement.
Auctus Advisors LLP is an authorised representative of Tamesis
Partners LLP, which is authorised and regulated by the Financial
Conduct Authority of the United Kingdom. Auctus is acting
exclusively for Volga Gas and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Volga Gas for providing the
protections afforded to clients of Auctus or for providing advice
in connection with the contents of this announcement or any other
matter referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure Requirements of the Takeovers Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company 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) the offeree company 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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
the offeree company 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 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company 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) the offeree
company 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 pm (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 an offeree company 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 the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, 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 Takeover 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SPMFLFEREFIAIII
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May 11, 2020 02:00 ET (06:00 GMT)
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