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
Vadim Son, Chief Financial Officer
Tony Alves, Investor Relations Consultant
+7 (903) 385 9889
+7 (905) 381 4377
+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)
+44 (0) 7711 627 449
Renaissance Capital (Financial Advisor)
+7 (916) 678-3214
+7 (499) 956-4060
FTI Consulting (Financial PR)
Alex Beagley, Fern Duncan
+44 (0) 20 3727 1000
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.