GEM Capital made an offer to acquire Volga Gas plc (AIM:VGAS) from Nicolas Mathys, Baring Vostok Private Equity Fund IV, L.P., Baring Vostok Private Equity Fund III, L.P., Baring Vostok Investments PCC Limited managed by Baring Vostok Capital Partners Limited and others for £19.2 million on November 16, 2020. GEM Capital will pay £23.71 pence per share. The consideration will be funded by way of loan provided by Anatoly Paliy to GEM Capital. Post-completion, Volga Gas will be de-listed and will operate as a subsidiary of GEM Capital as a private company. In case of termination, Baring Vostok will pay a termination fee of $0.2 million (£0.15 million). All of the non-executive Volga Gas Directors, being Mikhail Ivanov, Aleksey Kalinin, Stephen Ogden, Stewart Dickson and Andrei Yakovlev will resign with effect from completion of the offer. The transaction is subject to approval from Federal Antimonopoly Service and minimum acceptance of 90%. If GEM Capital receives valid acceptance from 90% shareholders, then it will compulsorily acquire the remaining shares. GEM Capital has received irrevocable undertaking from shareholders holding 80.07% stake in Volga Gas. The offer will remain open for acceptance until January 4, 2021. As on January 4, 2021, being the first closing date of the offer, valid acceptances of the offer had been received in respect of 71.5 million Volga Gas shares, representing approximately 88.43% of Volga Gas's existing issued ordinary share capital. 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 on January 18, 2021. As of January 19, 2021 the offer has been extended till February 1, 2021. As on February 2, 2021, being the third closing date of the offer, valid acceptances of the offer had been received in respect of 72.4 million Volga Gas Shares, representing approximately 89.6% of Volga Gas's existing issued ordinary share capital, which GEM may count towards the satisfaction of the Acceptance Condition. As of February 2, 2021, the offer has been extended till February 21, 2021. As of February 12, 2021, valid acceptances of the offer had been received in respect of 74.2 million shares representing approximately 91.89% stake in Volga Gas plc. As of March 5, 2021, the offer has become unconditional and all the conditions have now been either satisfied or waived. As of February 12, 2021, the offer has been extended and will remain open for acceptance until the next closing date, March 4, 2021. As of March 5, 2021, the offer will remain open until further notice and that not less than 14 calendar days' notice will be given in respect of the closure of the offer. As on March 11, 2020, GEM Capital started the process for acquiring the remaining shareholders' stake after it had received valid tenders for 92.02% stake. 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 April 22, 2021, the Volga Gas Shares held by Non-Assenting Shareholders who have not accepted the Offer will be acquired compulsorily by GEM. Sergey Sedov of Renaissance Capital Limited; Jonathan Wright of Auctus Advisors LLP and Richard Morrison, Richard Hail and Adam Cowl of SP Angel Corporate Finance LLP acted as financial advisor for Volga Gas plc and Stuart Faulkner, Rory Murphy, Matthew Chandler, James Dance, Jack Botros of Strand Hanson Limited acted as financial advisor for GEM Capital. Link Group Ltd acted as registrar for the shareholders of Volga Gas. Neil Nicholson of Dentons London office acted as legal advisor for GEM Capital.