7th Feb 2014 15:10
Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
7 February 2014
On 30 January 2014 the independent directors of IG Seismic Services PLC ("IGSS") announced that they had considered the merits of the cash offer by U.C.E. Synttech Holdings Limited ("Synttech") made on 22 January 2014 for all the shares in IGSS not already owned by Synttech and its concert parties (the "Offer"), and concluded that it is not in the interests of shareholders to accept the Offer. The response document is available in its entirety on the IGSS website.
Mr Sergey Generalov has an indirect interest in 15.28% of the IGSS shares in issue, by means of his interest in Melva Enterprises Limited and remains firmly of the view set out in the response. Notwithstanding this, Mr Sergey Generalov, an independent non-executive director of IGSS, intends to accept the Offer, by means of Melva Enterprises Limited, in respect of 1,562,505 shares of IGSS, being 7.5% of the IGSS shares in issue.
The reason for his decision to do so is due to his desire to take advantage of certain specific investment opportunities which have recently arisen which would allow him, being a sophisticated professional investor, to reallocate resources within his personal investment portfolio in the short term. A significant proportion of the equity investments in his portfolio are in private, non-publicly traded, closely held companies which are therefore less liquid than his investment in IGSS. As a result, accepting the Offer in respect of part of his interest in IGSS represents a uniquely attractive opportunity for Mr Generalov to take advantage of these certain specific investment opportunities.
It is important to note that, following completion of the Offer, Mr Sergey Generalov, by means of Melva Enterprises Limited, will maintain a significant interest in IGSS equal to 7.78% of IGSS' outstanding share capital, thereby confirming that he remains firmly of the view set out in the response.
Enquiries:
IG Seismic Services Plc, Board of Directors Secretary
Anna Zaytseva, + 357 2226 9655
IG Seismic Services Plc, Media Relations
Victoria Smirnova, +7 495 580 7882 ext. 396
Disclosure requirements of the Takeover Code (the 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, 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.
Related Shares:
Ig Seismic S