30th Dec 2013 18:07
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
30 December 2013
CASH OFFER
by
U.C.E. SYNTTECH HOLDINGS LIMITED ("SYNTTECH")
for
IG SEISMIC SERVICES PLC ("IGSS")
Summary
· Synttech is a company incorporated in Cyprus which is owned by Mr Nikolay Levitskiy, the chief executive officer of IGSS, and family trusts of Mr Levitskiy.
· The Offer will comprise $15 in cash for each IGSS Share (the "Offer Price"), equivalent to a price of $30 per IGSS GDR, and valuing the whole of IGSS's existing issued share capital at approximately $312.5 million.
· The Offer Price is final and will not be increased.
· Synttech and its concert parties are interested in 6,552,828 IGSS Shares, representing approximately 31.45 per cent. of IGSS's issued share capital.
This summary should be read in conjunction with, and is subject to, the full text of this announcement. The Offer will be subject to the condition and certain further terms of the Offer as set out in Appendix I to this announcement and the terms and condition set out in the Offer Document when issued. Appendix II contains the definitions of certain expressions used in this announcement and Appendix III contains the sources and bases of information used in this summary and the following announcement.
IGSS Shareholders should carefully read the Offer Document (together with the Form of Acceptance) in its entirety before making a decision with respect to the Offer. IGSS GDR holders shall also be required to consider the procedures for instructing the GDR Depositary in respect of the Offer.
Enquiries:
UBS Investment Bank (Financial adviser to Synttech) Telephone: +44 (0) 20 7567 8000
Alexey Goncharenko
Sandip Dhillon
This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the documentation accompanying the Offer Document, which will contain the full terms and condition of the Offer, including details of how the Offer may be accepted. IGSS Shareholders and IGSS GDR holders are strongly advised to read the Offer Document in full once it has been despatched.
UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Synttech and no one else in connection with the Offer and will not be responsible to anyone other than Synttech for providing the protections afforded to clients of UBS Limited or for giving advice in relation to the Offer or any other matter referred to in this announcement.
The Offer shall be made solely by Synttech and neither UBS nor any of its affiliates are making the Offer.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code, Cypriot Takeover Law, any applicable US securities laws and normal UK market practice, Synttech or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, IGSS Shares and/or IGSS GDRs, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK and Cypriot rules, including the Code and the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, Cypriot Takeover Law and normal UK market practice, UBS and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
The distribution of this document in jurisdictions other than the United Kingdom or the Republic of Cyprus may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The availability of the Offer to IGSS Shareholders and IGSS GDR holders who are not resident in the United Kingdom or the Republic of Cyprus may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by Synttech, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas IGSS Shareholders and IGSS GDR holders will be contained in the Offer Document.
The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
This announcement has been prepared for the purpose of complying with English law, the Code and Cypriot Takeover Law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Since IGSS has its registered office in Cyprus and global depositary receipts representing its shares are listed on a regulated market in the United Kingdom, the Cyprus Securities and Exchange Commission is responsible for rules regarding information to employees and company law matters (including frustrating action), and the UK Panel on Takeovers and Mergers is responsible for rules on consideration and bid procedure matters.
Responsibility
The directors of Synttech (all of whose names will be set out in the Offer Document) accept responsibility for all the information contained in this announcement, save that the only responsibility accepted by them in respect of information relating to IGSS, the IGSS Group and the directors of IGSS (other than Mr Levitskiy and Mr Denis Cherednichenko), their immediate families, related trusts and persons connected with them (which has been compiled from public sources) has been to ensure that such information has been correctly and fairly reproduced and presented.
To the best of the knowledge and belief of the directors of Synttech (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Overseas shareholders
Unless otherwise determined by Synttech, the Offer will not be made, directly or indirectly, in or into, or by the use of mails or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of Canada, Australia or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, instrumentality or facility or from within those jurisdictions. Accordingly, copies of this announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from Canada, Australia or Japan or any other Restricted Jurisdiction. Persons receiving this announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from Canada, Australia or Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
Neither this announcement nor any information contained herein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia, and does not constitute an advertisement of the securities in Russia. IGSS shares and IGSS GDRs have not been and will not be registered in Russia and are not intended for "placement" or "public circulation" in Russia.
The availability of the Offer or the distribution of this announcement to IGSS Shareholders and IGSS GDR holders who are not resident in Cyprus, the United Kingdom or the Russian Federation may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
Notice to U.S. investors
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF ORDINARY SHARES OR GLOBAL DEPOSITARY RECEIPTS OF IGSS. NEITHER THIS ANNOUNCEMENT NOR THE OFFER DESCRIBED HEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION. NEITHER THIS ANNOUNCEMENT NOR THE OFFER DESCRIBED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. NEITHER THE SHARES OR GLOBAL DEPOSITARY RECEIPTS OF IGSS, TO WHICH THE OFFER RELATES, ARE REGISTERED IN THE RUSSIAN FEDERATION OR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL, 1996 NO. 39 FZ "ON THE SECURITIES MARKET" (AS AMENDED)
The Offer is subject to the laws of England. It is important for U.S. securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in the United Kingdom and Cyprus that are different from those in the United States. In addition, U.S. securities holders should be aware that this document has been prepared in accordance with English format and style, which differs from the U.S. format and style. In particular the financial information prepared by IGSS has been prepared in accordance with International Financial Reporting Standards, and thus may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
As applicable, Synttech will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended, subject to any exemption or partial exemption which it may determine is applicable prior to commencing the Offer. The Offer has not yet commenced. It may be difficult to enforce any rights and any claim arising under the U.S. federal securities laws since Synttech and IGSS are located in non-U.S. jurisdictions and some or all of their officers and directors may be residents of non-U.S. jurisdictions. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
No profit forecast
Nothing in this announcement is intended to be, or is to be construed as, a profit forecast or to be interpreted to mean that earnings per IGSS Share or IGSS GDR for the current or future financial years, will necessarily match or exceed the historical published earnings per IGSS Share or IGSS GDR.
Forward-looking statements
This announcement, oral statements made regarding the Offer and other information published by Synttech and/or IGSS may contain "forward-looking statements" relating to Synttech and IGSS and the business sectors in which they operate. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Neither Synttech nor IGSS can give any assurance that the forward-looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Synttech nor IGSS undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on IGSS's website (www.igseis.com) by no later than 12 noon on the business day immediately following the date of this announcement.
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
30 December 2013
CASH OFFER
by
U.C.E. SYNTTECH HOLDINGS LIMITED ("SYNTTECH")
for
IG SEISMIC SERVICES PLC ("IGSS")
1. Introduction
Synttech is a company incorporated in Cyprus, which is ultimately wholly-owned by Mr Nikolay Levitskiy, the current chief executive officer of IGSS, and family trusts of Mr Levitskiy.
Synttech holds 312,501 IGSS GDRs representing 3 per cent. of IGSS's issued share capital. Mr Levitskiy (through a separate wholly-owned company, Steyr Limited), is also beneficially interested in 5,582,248 IGSS Shares, representing approximately 26.79 per cent. of IGSS's issued share capital. As at the date of this announcement, Mr Levitskiy and his concert parties forming the Synttech Group therefore hold interests in IGSS Shares and IGSS GDRs, which in aggregate represent approximately 29.79 per cent. of IGSS's issued share capital.
In addition, Mr Denis Cherednichenko (the current executive vice-president of IGSS) currently holds 758 IGSS Shares and 172,410 IGSS GDRs representing in aggregate approximately 1.66 per cent. of IGSS's issued share capital, and is considered by CySEC and the Takeover Panel to be acting in concert with Mr Levitskiy. Mr Cherednichenko has irrevocably committed not to accept the Offer in respect of his entire holding of IGSS Shares and IGSS GDRs. This irrevocable undertaking will remain in full force and effect and be binding until such time as the Offer closes. Further information concerning this irrevocable commitment is set out in paragraph 6 below.
Accordingly, the Synttech Group and its concert parties are interested in 6,552,828 IGSS Shares, representing approximately 31.45 per cent. of IGSS's issued share capital.
In accordance with the requirements of Section 13 of the Cypriot Takeover Law, Synttech announces the terms of a cash offer to be made for all of the issued and to be issued share capital of IGSS which is not already owned by the Synttech Group.
As required under Section 10 of the Cypriot Takeover Law, the Offer will, when formally made, be conditional only on the receipt of acceptances in respect of IGSS Shares which, together with the IGSS Shares or IGSS GDRs acquired or agreed to be acquired before or during the Offer, will result in Synttech and persons acting in concert with it holding IGSS Shares (including IGSS Shares represented by IGSS GDRs) carrying more than 50 per cent. of the voting rights in IGSS.
2. The Offer
The Offer will be made for such number of IGSS Shares (which include IGSS Shares represented by IGSS GDRs) as shall result in Synttech and persons acting in concert with it holding IGSS Shares (including IGSS Shares represented by IGSS GDRs) carrying more than 50 per cent. of the voting rights in IGSS.
The Offer, which will be subject to the terms to be set out in the Offer Document, the Form of Acceptance and other documentation accompanying the Offer Document, will be made on the following basis:
$15.00 in cash for each IGSS Share
which is equivalent to
$30.00 in cash for each IGSS GDR
The Offer values the whole of the existing issued share capital of IGSS at approximately $312.5 million.
The Offer Price represents a premium of approximately 7.0 per cent. to the average six month closing price prior to the date of this announcement of $28.03 per IGSS GDR.
The Offer Price is at a nil premium to the Closing Price of $30.00 of an IGSS GDR on 27 December 2013, the trading day immediately preceding the date of this announcement.
The IGSS Shares will be acquired by Synttech pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.
The Offer Document and the Form of Acceptance containing the full terms and conditions of the Offer will be posted to IGSS Shareholders (other than IGSS Shareholders in a Restricted Jurisdiction) in due course. Information will be included in the Offer Document on how IGSS GDR holders can participate in the Offer.
IGSS Shareholders and IGSS GDR holders should note that there may be certain costs involved in the withdrawal of IGSS Shares held by the GDR Depositary from the IGSS depositary facility. If IGSS Shareholders are in any doubt about what action to take they should seek independent professional advice.
The Offer Price is final and will not be increased.
3. Information on IGSS
IGSS is a land and transition zone seismic company, providing seismic acquisition, data processing and interpretation services. It services clients primarily in Russia and the CIS (including Kazakhstan, Azerbaijan and Uzbekistan). IGSS was formed in December 2011 from a merger of the seismic assets of Geotech Holding, Integra Group and Schlumberger Oilfield Holdings Limited.
As of 30 June, 2013, the IGSS group had 75 active crews in Russia, with a platform including 28 operational bases and 9 advanced data processing and interpretation facilities, and a total of over 11,000 employees.
The audited consolidated revenue (from continuing operations) of IGSS for the years ended 31 December 2012 and 31 December 2011 was $608.5 million and $364.6 million respectively. The audited consolidated profit before tax (from continuing operations) of IGSS for the years ended 31 December 2012 and 31 December 2011 was $3.9 million and $(35.1) million respectively.
4. Information on Synttech and Mr Levitskiy
Synttech is a wholly-owned subsidiary of Synttech Industries Inc., a company incorporated in the British Virgin Islands, and which is ultimately wholly-owned by Mr Levitskiy as a result of declarations of trust in favour of Mr Levitskiy and his family.
5. Information on Mr Levitskiy
Mr Levitskiy is the current chief executive officer of IGSS, and was the founder of the Geotech group of companies, which in 2011 merged its seismic related services with those of Schlumberger Oilfield Holdings Limited and the Integra Group to form IGSS.
Mr Levitskiy is a Russian citizen who graduated from St. Petersburg University of Economics and Finance with a degree in Economics. He also holds a Ph. D in Economics.
Mr Levitskiy was first deputy head of the Komi Republic, Russia between 2003 and 2004.
Mr Levitskiy was Vice-President of OJSC Oil and Gas Company SLAVNEFT from 1998 to 2000, and then served as СЕО at CJSC EuroChem Mineral and Chemical Company from 2001 to 2003.
Mr Levitskiy founded the Geotech group of companies in 2005. Since July 2012 he has also been the chief executive officer of IGSS. Prior to the listing of the IGSS GDRs, from February 2012 until November 2012, Mr Levitskiy was also the Chairman of the IGSS Board of Directors.
6. Synttech concert party and irrevocable commitment not to accept the Offer
CySEC and the Takeover Panel have ruled that Mr Levitskiy and Mr Denis Cherednichenko, the executive vice-president of IGSS should be considered to be acting in concert for the purpose of Cypriot Takeover Law and the Code in connection with the Offer. This ruling has been accepted by Mr Levitskiy and Mr Denis Cherednichenko. As the acquisitions of IGSS securities by Synttech and Mr Cherednichenko since admission of IGSS GDRs to trading on the London Stock Exchange on 12 December 2012 have been below the Offer Price, such acquisitions shall not have any price setting consequences for the Offer being made by Synttech.
As stated above, Synttech has received an irrevocable undertaking from Mr Denis Cherednichenko not to accept the Offer in respect of his 758 IGSS Shares and 172,410 IGSS GDRs, representing approximately 1.66 per cent. of the existing issued ordinary share capital of IGSS. The irrevocable commitment will only cease to be binding on Mr Cherednichenko when the Offer closes, or lapses in accordance with its terms. As Mr Cherednichenko is considered by CySEC and the Takeover Panel to be acting in concert with Mr Levitskiy and Synttech, Mr Cherednichenko's interests in IGSS Shares (including IGSS Shares represented by IGSS GDRs) will be counted towards Synttech's satisfaction of the acceptance condition. The condition and certain further terms of the Offer are set out in Appendix I.
7. Dealings by Synttech Group and its concert parties in the last 12 months
Synttech purchased 312,501 IGSS GDRs from Ronin Europe Limited on 20 June 2013. The price was $28.00 per IGSS GDR, and the stake purchased represented 3.0% of the share capital of IGSS.
As announced by IGSS on 25 October 2013, a transaction was entered into by Mr Cherednichenko involving a cashless exchange of GDRs and Common Class A shares of Integra Group owned by Mr Cherednichenko for the ordinary shares and GDRs of IGSS. An exchange ratio of 1.328 Integra Group GDR for each IGSS GDR was used, which, based on the 1 October 2013 closing price per Integra Group GDR (being the last closing date prior to the IGSS GDRs purchased being registered to Mr Cherednichenko), implied a see-through value of $19.18 per IGSS GDR. Through this transaction Mr Cherednichenko acquired 754 unlisted IGSS shares (representing 0.0036% of the share capital of IGSS) bringing his interest to 1.66 per cent. of IGSS share capital.
8. Financing of the Offer
The Offer is being financed in full by a loan facility entered into between Open Joint Stock Company "Nomos Bank" and Closed Joint Stock Company "Legal Actions" (a company wholly owned and controlled by Mr Levitskiy), and which is being on-lent pursuant to a funding agreement between CJSC Legal Actions and Synttech.
UBS Limited, financial adviser to Synttech, is satisfied that sufficient resources are available to Synttech to satisfy the cash consideration payable to IGSS Shareholders in the event of full acceptance of the Offer.
9. Management, employees and locations
If the Offer becomes unconditional, the existing employment rights and terms and conditions of employment, including pension obligations, of employees of IGSS will continue to be safeguarded. Synttech does not currently intend to make any material change in the conditions or location of employment of IGSS employees, nor does it currently intend to change the location of IGSS's and Synttech's places of business or re-deploy IGSS's fixed assets. Synttech considers that its strategic plans for IGSS will have no repercussions on the employment or the location of IGSS' places of business.
10. Listing
If the Offer becomes unconditional, Synttech intends, to the extent permitted by applicable law, that the admission to trading of IGSS GDRs on London Stock Exchange's main market for listed securities will continue. However, holders of GDRs should be aware that there is no certainty that the GDRs shall continue to be listed, and a delisting of GDRs may occur in the future.
Synttech is committed to ensuring that IGSS continues to adopt similar levels of corporate governance as are currently in place at IGSS.
Cancellation of the listing of the IGSS GDRs would significantly reduce the liquidity and marketability of IGSS GDRs in respect of which acceptances of the Offer are not submitted and the value of any such IGSS GDRs, and IGSS Shares, may be affected as a consequence.
11. Disclosure of interests in IGSS and confirmation of Opening Position Disclosure
Synttech holds 312,501 IGSS GDRs representing 3 per cent. of IGSS's issued share capital. Mr Levitskiy (through a separate wholly-owned company, Steyr Limited), is also beneficially interested in 5,582,248 IGSS Shares, representing approximately 26.79 per cent. of IGSS's issued share capital. As at the date of this announcement, Mr Levitskiy and his concert parties forming the Synttech Group therefore hold interests in IGSS Shares and IGSS GDRs, which in aggregate represent approximately 29.79 per cent. of IGSS's issued share capital.
Mr Cherednichenko currently holds 758 IGSS Shares and 172,410IGSS GDRs representing in aggregate approximately 1.66 per cent. of IGSS's issued share capital, and is considered by CySEC and the Takeover Panel to be acting in concert with Mr Levitskiy.
Accordingly, the Synttech Group and its concert parties are interested in 6,552,828 IGSS Shares, representing approximately 31.45 per cent. of IGSS's issued share capital.
Save for the interests disclosed above, neither Mr Levitskiy, Synttech, Synttech's directors, the Synttech Group nor, so far as Mr Levitskiy or Synttech is aware, any party acting in concert with Mr Levitskiy or Synttech for the purposes of the Offer:
(a) has any interest in or right to subscribe for any relevant securities of IGSS; or
(b) has any short position in respect of relevant securities of IGSS (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery; or
(c) has borrowed or lent any relevant securities of IGSS (save for any borrowed relevant securities of IGSS which have been lent or sold).
Neither Mr Levitskiy, Synttech, Synttech's directors, the Synttech Group nor, so far as Mr Levitskiy or Synttech is aware, any party acting in concert with Mr Levitskiy or Synttech for the purposes of the Offerhas procured any irrevocable undertaking or letter of intent in respect of any relevant securities of IGSS to accept the Offer. There are no arrangements of the kind referred to in Note 11 on the definition of acting in concert in the Code which exist between Mr Levitskiy, Synttech, Synttech's directors, the Synttech Group (or, so far as Mr Levitskiy or Synttech is aware, any party acting in concert with Mr Levitskiy or Synttech for the purposes of the Offer) and any other person in relation to any relevant securities of IGSS.
Synttech confirms that it made an Opening Position Disclosure (as defined in the Code) on 29 November 2013, which disclosed the details required to be disclosed by it under Rule 8.1(a) of the Code.
12. Overseas IGSS Shareholders
The availability of the Offer or the distribution of this announcement to IGSS Shareholders who are not resident in the United Kingdom or the Republic of Cyprus may be affected by the laws of relevant jurisdictions in which they are located. IGSS Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities.
13. Acceptance procedures
IGSS Shareholders are advised to read carefully the Offer Document (together with the Form of Acceptance) once it has been despatched, which will contain further details in relation to overseas IGSS Shareholders.
A GDR tender agent will be appointed in due course, and further details, including the steps holders of IGSS GDRs wishing to accept the Offer will be required to follow, will be set out in the Offer Document.
14. Documents of display
Copies of the following documents will be available by not later than 12 noon on the business day immediately following the date of this announcement on IGSS's website www.igseis.com:
a) this announcement;
b) the irrevocable commitment not to accept the Offer from Mr Denis Cherednichenko referred to in paragraph 6 above;
c) the facility agreement referred to in paragraph 8 above; and
d) the funding agreement referred to in paragraph 8 above.
15. General
The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code, the Panel, the Cyprus Takeover Law, CySEC, the London Stock Exchange and the Financial Conduct Authority.
The Offer Document and the Form of Acceptance will be posted to IGSS Shareholders (other than IGSS Shareholders in any Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement, except with the consent of the Panel.
Your attention is drawn to the further information contained in the Appendices to this announcement which form part of, and should be read in conjunction with, this announcement.
The Offer will be subject to the condition and certain further terms of the Offer set out in Appendix I to this announcement and the terms and condition set out in the Offer Document when issued. Appendix II contains the definitions of certain expressions used in this announcement and Appendix III contains the sources and bases of information used in this announcement.
Enquiries:
UBS Investment Bank (Financial adviser to Synttech) Telephone: +44 (0) 20 7567 8000
Alexey Goncharenko
Sandip Dhillon
This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the documentation accompanying the Offer Document, which will contain the full terms and condition of the Offer, including details of how the Offer may be accepted. IGSS Shareholders and IGSS GDR holders are strongly advised to read the Offer Document in full once it has been despatched.
UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Synttech and no one else in connection with the Offer and will not be responsible to anyone other than Synttech for providing the protections afforded to clients of UBS Limited or for giving advice in relation to the Offer or any other matter referred to in this announcement.
The Offer shall be made solely by Synttech and neither UBS nor any of its affiliates are making the Offer.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code, Cypriot Takeover Law and normal UK market practice, Synttech or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, IGSS Shares and/or IGSS GDRs, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK and Cypriot rules, including the Code and the rules of the London Stock Exchange to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, Cypriot Takeover Law and normal UK market practice, UBS and its affiliates may engage in purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel on Takeovers and Mergers and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.
The distribution of this document in jurisdictions other than the United Kingdom or the Republic of Cyprus may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The availability of the Offer to IGSS Shareholders and IGSS GDR holders who are not resident in the United Kingdom or the Republic of Cyprus may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by Synttech, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas IGSS Shareholders and IGSS GDR holders will be contained in the Offer Document.
The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Since IGSS has its registered office in Cyprus and global depositary receipts representing its shares are listed on a regulated market in the United Kingdom, the Cyprus Securities and Exchange Commission is responsible for rules regarding information to employees and company law matters (including frustrating action), and the UK Panel on Takeovers and Mergers is responsible for rules on consideration and bid procedure matters.
Responsibility
The directors of Synttech (all of whose names will be set out in the Offer Document) accept responsibility for all the information contained in this announcement, save that the only responsibility accepted by them in respect of information relating to IGSS, the IGSS Group and the directors of IGSS (other than Mr Levitskiy and Mr Denis Cherednichenko), their immediate families, related trusts and persons connected with them (which has been compiled from public sources) has been to ensure that such information has been correctly and fairly reproduced and presented.
To the best of the knowledge and belief of the directors of Synttech (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Overseas shareholders
Unless otherwise determined by Synttech, the Offer will not be made, directly or indirectly, in or into, or by the use of mails or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of Canada, Australia or Japan or any other Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, instrumentality or facility or from within those jurisdictions. Accordingly, copies of this announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from Canada, Australia or Japan or any other Restricted Jurisdiction. Persons receiving this announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from Canada, Australia or Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
Neither this announcement nor any information contained herein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia, and does not constitute an advertisement of the securities in Russia. IGSS shares and IGSS GDRs have not been and will not be registered in Russia and are not intended for "placement" or "public circulation" in Russia.
The availability of the Offer or the distribution of this announcement to IGSS Shareholders and IGSS GDR holders who are not resident in Cyprus, the United Kingdom or the Russian Federation may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Document.
Notice to U.S. investors
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THIS ANNOUNCEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF ORDINARY SHARES OR GLOBAL DEPOSITARY RECEIPTS OF IGSS. NEITHER THIS ANNOUNCEMENT NOR THE OFFER DESCRIBED HEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION. NEITHER THIS ANNOUNCEMENT NOR THE OFFER DESCRIBED HEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. NEITHER THE SHARES OR GLOBAL DEPOSITARY RECEIPTS OF IGSS, TO WHICH THE OFFER RELATES, ARE REGISTERED IN THE RUSSIAN FEDERATION OR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED 22 APRIL, 1996 NO. 39 FZ "ON THE SECURITIES MARKET" (AS AMENDED)
The Offer is subject to the laws of England. It is important for U.S. securities holders to be aware that this document is subject to disclosure and takeover laws and regulations in the United Kingdom and Cyprus that are different from those in the United States. In addition, U.S. securities holders should be aware that this document has been prepared in accordance with English format and style, which differs from the U.S. format and style. In particular the financial information prepared by IGSS has been prepared in accordance with International Financial Reporting Standards, and thus may not be comparable to financial information of U.S. companies whose financial statements are prepared in accordance with, generally accepted accounting, principles in the United States.
Synttech will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended, subject to any exemption or partial exemption which it may determine is applicable prior to commencing the Offer. The Offer has not yet commenced. It may be difficult to enforce any rights and any claim arising under the U.S. federal securities laws since Synttech and IGSS are located in non-U.S. jurisdictions and some or all of their officers and directors may be residents of non-U.S. jurisdictions. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
No profit forecast
Nothing in this announcement is intended to be, or is to be construed as, a profit forecast or to be interpreted to mean that earnings per IGSS Share or IGSS GDR for the current or future financial years, will necessarily match or exceed the historical published earnings per IGSS Share or IGSS GDR.
Forward-looking statements
This announcement, oral statements made regarding the Offer and other information published by Synttech and/or IGSS may contain "forward-looking statements" relating to Synttech and IGSS and the business sectors in which they operate. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or similar expressions identify forward - looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Neither Synttech nor IGSS can give any assurance that the forward-looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward - looking statements, which speak only as of the date of this announcement. Neither Synttech nor IGSS undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on IGSS's website (www.igseis.com) by no later than 12 noon on the business day immediately following the date of this announcement.
Appendix I - Condition and further terms to the Offer
1. The condition of the Offer
The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Synttech may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of such number of IGSS Shares which, together with the IGSS Shares (including IGSS Shares represented by IGSS GDRs) acquired or agreed to be acquired by Synttech or parties acting in concert with Synttech before or during the Offer Period (whether pursuant to the Offer or otherwise), will result in Synttech and any person acting in concert with it holding IGSS Shares (including IGSS Shares represented by IGSS GDRs) carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of IGSS. For the purpose of this condition, IGSS Shares which have been unconditionally allotted but not issued before the Offer becomes unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry on issue.
2. Certain further terms of the Offer
The Offer will extend to all IGSS Shares other than those already owned by the Synttech Group.
IGSS Shares will be acquired by Synttech pursuant to the Offer fully paid with full title guarantee and free from all liens, charges, encumbrances, equitable interests, pre-emption rights and other interests and rights of whatsoever nature and together with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions (if any) declared, paid or made after the date of this announcement.
The Offer will lapse if, before 1.00 p.m. on the first closing date or the date when the Offer becomes unconditional, whichever is the later, the acquisition by Synttech of IGSS is either referred to the Competition Commission or results in the European Commission, pursuant to Council Regulation (EC) 139/2004, initiating proceedings under Article 6(1)(c) or making a referral to a competent authority of the United Kingdom under Article 9(1).
If the Offer lapses it will cease to be capable of further acceptance and IGSS Shareholders who have accepted the Offer and Synttech will then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.
In deciding whether or not to accept the Offer in respect of their IGSS Shares, IGSS Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and the Form of Acceptance which will be posted to IGSS Shareholders in due course (other than to any IGSS Shareholders with addresses in any Restricted Jurisdiction).
The Offer will be made on the terms and will be subject to the condition and terms which are set out in this Appendix 1, those terms which will be set out in the formal Offer Document and Form of Acceptance and such further terms as may be required to comply with the Code and applicable law.
The Offer will comply with the applicable rules and regulations of the Financial Conduct Authority, the London Stock Exchange, the Code and the Cypriot Takeover Law. The Offer and any acceptances thereunder will be governed by English law and will be subject to the jurisdiction of the English Courts.
The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within, any restricted Jurisdiction.
This announcement does not constitute an offer or invitation to purchase IGSS Shares or any other securities.
Appendix II - Definitions
The following definitions apply throughout this announcement:
"business day" a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London;
"Closing Price" the closing middle-market price of a IGSS GDR on a particular day as derived from the Daily Official List;
"Code" the City Code on Takeovers and Mergers;
"Cypriot Takeover Law" the Cyprus Takeover Law, Law No. 41(I)/2007;
"Cyprus" the Republic of Cyprus;
"CySEC" the Cyprus Securities and Exchange Commission;
"Daily Official List" the daily Official List of the London Stock Exchange;
"Dollars or $" US dollars (and references to "c" or "cents" shall be construed accordingly);
"Form of Acceptance" the form of acceptance and authority relating to the Offer which will accompany the Offer Document;
"IGSS" IG Seismic Services plc, a public company limited by shares registered in Cyprus under company number HE 255106;
"IGSS GDRs" global depositary receipts, each representing two IGSS Shares and admitted to trading on the Official List;
"IGSS Shareholders" holders of IGSS Shares;
"IGSS Shares" ordinary shares of $0.01 each in the capital of IGSS;
"Integra Group" Integra Group, an exempted company incorporated under the laws of the Cayman Islands;
"Integra Group GDRs" global depositary receipts, each representing two Integra Shares and admitted to trading on the Official List;
"GDR Depositary" means JP Morgan Chase Bank, N.A., acting as depositary under a depositary agreement dated 5 December 2012 relating to the IGSS GDRs;
"London Stock Exchange" London Stock Exchange plc;
"Offer" the cash offer to be made by Synttech to acquire the entire issued and to be issued share capital of IGSS not already owned by the Synttech Group on the terms and subject to the condition to be set out in the Offer Document and the Form of Acceptance;
"Offer Document" the formal offer document to be sent to IGSS Shareholders (other than IGSS Shareholders in a Restricted Jurisdiction) which will contain the full terms and condition of the Offer;
"Offer Period" the offer period (as defined in the Code) relating to IGSS, which commenced on 15 November 2013 and which continues until the first closing date of the Offer or, if later, the date on which the Offer be becomes unconditional;
"Official List" the Official List of the UKLA;
"Panel" the Panel on Takeovers and Mergers;
"Restricted Jurisdiction" any jurisdiction outside the European Economic Area where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Synttech, Synttech or IGSS if information or documentation concerning the Offer is sent or made available to IGSS Shareholders or IGSS GDR holders in that jurisdiction;
"Synttech" U.C.E. Synttech Holdings Limited, a private company limited by shares incorporated in Cyprus under company number 149498;
"Synttech Group" collectively, Mr Levitskiy, Steyr Limited, Synttech and its subsidiaries and holding companies from time to time;
"UBS" UBS Limited;
"UKLA" the United Kingdom Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000; and
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland.
Appendix III - Sources and Bases of Information
Information about IGSS has been compiled from published sources.
Unless otherwise stated:
(a) financial information relating to IGSS has been extracted or derived without material adjustment from the relevant audited annual accounts;
(b) references to the value of the Offer are based on there being 20,833,400 IGSS Shares in issue (source: Regulatory News Service announcement dated 18 November 2013) of which 9,007,858 IGSS Shares are represented by 4,503,929 IGSS GDRs admitted to trading on the London Stock Exchange with the following ISINs:
a. in relation to Rule 144A - US4495971032
b. in relation to Reg S - US4495972022
(c) historical share prices of IGSS GDRs in respect of the average price per IGSS GDR, are sourced from Thomson Reuters Datastream; and
(d) historical share prices in respect of specific closing prices are sourced from the Daily Official List and represent closing prices for IGSS GDRs and Integra GDRs on the relevant dates.
Related Shares:
Ig Seismic S