13th Feb 2014 10:06
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 SUCH JURISDICTION
13 February 2014
IG Seismic Services PLC ("IGSS") notes the announcements made by U.C.E. Synttech Holdings Limited ("Synttech") and IGSS on 12 February 2014 regarding the level of acceptances received in relation to the Offer and the fact that the Offer is now deemed to be unconditional.
The Independent Directors stated in the circular issued to shareholders on 30 January 2014 that they believe the Offer fails to reflect fully the value of IGSS, its prospects and its strengths and that shareholders should therefore reject the Offer. The Independent Directors remain of this view, notwithstanding: (i) the level of valid acceptances of the Offer received by Synttech; and (ii) that Synttech, together with its concert parties, now controls in excess of 55% of the voting rights of the Company (a percentage that is likely to increase by the time the Offer is expected to close, being 1.00 p.m. (London time) on 26 February 2014, in accordance with the procedures set out in the Offer Document) and therefore already has effective control over the operations of the Company and the ability to change the composition of the Board regardless of the views of the minority Shareholders.
The Independent Directors therefore unanimously recommend that shareholders reject the offer by taking no action in respect of their shareholding. The Independent Directors, with the exception of Mr Generalov (for the reasons noted in the announcement made by IGSS on 7 February 2014), will not be accepting Synttech's offer in respect of their own beneficial shareholdings.
As noted in the announcement made by IGSS on 7 February 2014, Mr Generalov intends to accept the Offer in respect of 1,562,505 shares of IGSS, being 7.5% of the IGSS shares in issue, and to maintain a beneficial interest in IGSS, through Melva Enterprises Limited, equal to 7.78% of IGSS's issued share capital.
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
Notes
Definitions included in the Response Circular shall have the same meaning in this announcement.
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