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IGSS Published Circular to the Shareholders

Tue, 9th Feb 2016 17:10

RNS Number : 5785O
IG Seismic Services PLC
09 February 2016

CIRCULAR TO THE SHAREHOLDERS OF

IG SEISMIC SERVICES PLC

EXTRAORDINARY GENERAL MEETING OF

IG SEISMIC SERVICES PLC

(THE "COMPANY")

9 February, 2016

Dear Shareholder,

You will find enclosed:

1. Appendix I of this Circular - a copy of a notice convening an extraordinary general meeting of the shareholders of the Company which is to be held on 2 March, 2016 (the "EGM").

2. Appendix II of this Circular - a proxy form for the EGM.

PURPOSE OF THE EGM

The purpose of the EGM is to seek shareholder approval to:

1. delist all Rule 144A and Reg S Global Depositary Receipts ("GDRs") each representing 2 ordinary shares of the Company, currently listed on the London Stock Exchange whereby the Deposit Agreement dated 05.12.2012 between the Company and JPMORGAN CHASE BANK, N.A. (the "Depository") shall be terminated.

2. That the shares represented by the delisted GDRs are transferred from the Depository to the Company and are to be held by the Company on trust for the beneficial owners of the GDRs which remain outstanding after the date of the Deposit Agreement termination unless and until the relevant share certificates have been issued to and in the name of such owners.

3. The resignation of all Directors, members of the Board of Directors.

4. The election of the Directors, members of the Board of Directors, and approval of the new composition of the Board of Directors consisting of 7 Directors.

The purpose of the EGM is therefore to pass the following resolutions as special resolutions:

(I) Resolution 1: That the delisting of all Rule 144A and Reg S Global Depositary Receipts each representing 2 ordinary shares of the Company, currently listed on the London Stock Exchange is approved and the Deposit Agreement dated 05.12.2012 between the Company and JPMORGAN CHASE BANK, N.A. is terminated.

(II) Resolution 2: That the Company holds on trust the shares represented by the delisted GDRs for and on behalf of the beneficial owners of the Global Depositary Receipts which remain outstanding after the date of the Deposit Agreement termination unless and until the relevant share certificates have been issued to and in the name of such owners whereby the Company will proceed to (i) make the necessary entries in the register of members of the Company (ii) issue share certificates in the name of the beneficial owners of the GDRs (iii) update the public records at the Cyprus registrar of companies.

(III) Resolution 3: That resignation of all members of the Board of Directors is approved.

(IV) Resolution 4: That new members of the Board of Directors to be elected and new composition of the Board of Directors, consisting of 7 Directors, elected from the approved list of candidates, to be approved.

TIME AND PLACE OF EGM

The EGM will be held at the Company's office at Arch. Makariou, III, 2-4 Capital Business center, 9 floor, 1065 Nicosia, Cyprus on 2 of March 2016, at 11.00 a.m. (local time).

RECOMMENDATION OF THE DIRECTORS

The Board of Directors, whose meeting has been held in Moscow on 20 January 2016, approved the delisting and cancellation of all Rule 144A and Reg S Global Depositary Receipts each representing 2 ordinary shares of the Company, currently listed on the London Stock Exchange, and recommended it for the approval at the EGM.

On the basis of the recommendations made by the Nominations and Remuneration Committee, the Board of Directors, whose meeting has been held in Moscow on 5 February 2016, recommends to the shareholders to approve the retirement of the entire Board members and election of new composition of the Board, consisting of 7 directors, from the approved list of candidates below:

1. Aleshin Boris Sergeevich, Independent Director

2. Arutyunov Nikolay Bagratovich, Independent Director

3. Dijols, Maurice Greroire Rene, Independent Director

4. Gasparyan Vagan Vitalievich, Non-executive Director

5. Generalov Sergey Vladimirovich, Non-executive director

6. Gilev Sergey Evgenievich, Non-executive Director

7. Levitskiy Nikolay Valentinovich, Executive Director, CEO

8. Lipyavko Dmitry Yurievich, Independent Director

9. Martin, Olivier Raoul, Non-executive Director

10. Rohan, Gerald Joseph, Independent Director

11. Tatarchuk Vladimir Valentinovich, Independent Director

The written consent of the candidates for nomination will be obtained by the Company before EGM.

QUORUM AND NECESSARY VOTES REQUIRED TO APPROVE PROPOSED RESOLUTIONS

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend to vote in his/her place. The proxy form (the "Form of Proxy") for the EGM is enclosed as Appendix II of this Circular.

The quorum for the EGM consists of 3 (three) or more shareholders present in person or by proxy.

If you have any questions regarding the matters dealt with in this Circular, please contact:

IGSS Board of Directors Secretary (Nicosia, Cyprus)

Anna Zaytseva

+ 357 96 236 111

azayceva@igseis.com

IGSS Investor Relations (Moscow, Russia)

+ 7 495 580 7882

query@igseis.com

Yours sincerely,

____________________________

Nikolay Levitskiy

Executive Director, CEO

APPENDIX I

IG SEISMIC SERVICES PLC

(the "Company")

NOTICE OF EGM

To: All the shareholders of IG SEISMIC SERVICES PLC as of 9 of February, 2016

NOTICE IS HEREBY GIVEN of an extraordinary general meeting to be held at 11:00am (local time) on 2 March, 2016 (the "EGM") at the company's office at Arch. Makariou, III, 2-4 Capital Business center, 9 floor, 1065 Nicosia, Cyprus in order to pass the following resolutions as special resolutions:

Resolution 1: That the delisting of all Rule 144A and Reg S Global Depositary Receipts each representing 2 ordinary shares of the Company, currently listed on the London Stock Exchange is approved and the Deposit Agreement dated 05.12.2012 between the Company and JPMORGAN CHASE BANK, N.A. is terminated.

Resolution 2: That the Company holds on trust the shares represented by the delisted GDRs for and on behalf of the beneficial owners of the Global Depositary Receipts which remain outstanding after the date of the Deposit Agreement termination unless and until the relevant share certificates have been issued to and in the name of such owners whereby the Company will proceeds to (i) make the necessary entries in the register of members of the Company (ii) issue share certificates in the name of the beneficial owners of the GDRs (iii) update the public records at the Cyprus registrar of companies.

Resolution 3: That resignation of all members of the Board of Directors is approved.

Resolution 4:That new members of the Board of Directors to be elected and new composition of the Board of Directors, consisting of 7 Directors, elected from the approved list of candidates, to be approved.

A member entitled to attend and vote at the above meeting is entitled to appoint a proxy and vote instead of him, and such proxy need not be a member of the company.

A form of such proxy is attached hereto. The instrument appointing a proxy or any other documents shall be deposited at the registered office of the company at Arch. Makariou, III, 2-4 Capital Business center, 9 floor, 1065 Nicosia, Cyprus at any time before the holding of the meeting.

________________________

Nikolay Levitskiy

Executive Director, CEO

Moscow, 9 February, 2016

Notes:

1. A member entitled to attend and vote is entitled to appoint a proxy (or proxies) to attend and vote instead of him.

2. A Form of Proxy is enclosed. The appointment of a proxy will not prevent a shareholder from attending and voting at the meeting in person.

3. To be valid and effective the Form of Proxy (and any authority under which it is signed, or notarial certified or office copy of such power of attorney) must be executed and forwarded to Antis Triantafyllides& Sons LLC, Capital Center, 9th Floor, 2-4 Makarios Avenue, 1065 Nicosia, Cyprus for Alexey Podlesny (Alexey@triantafyllides.com) with a copy to be provided to Anna Zaytseva (azayceva@igseis.com) and Alena Lipyavko (query@igseis.com).

APPENDIX II

IG SEISMIC SERVICES PLC

(the "Company")

FORM OF PROXY

For use at the Extraordinary General Meeting of the Company to be held at 11.00am (local time) on 2 March, 2016 (the "EGM") and at any adjourned such meeting.

We ……………………………… ,

Of: ……………………………… being a Member/Members of the above-named Company, hereby appoint Mr. Stelios Triantafyllides and /or George Triantafyllides of Antis Triantafyllides& Sons LLC as our proxy to vote for us or on our behalf at the Extraordinary General Meeting of the Company, to be held at the office of the Company at Arch. Makariou, III, 2-4 Capital Business center, 9 floor, 1065 Nicosia, Cyprus on 2 March, 2016, at 11 a.m. (local time).

Signed this ____________day of _______________ , 2016

………………………………………..

Special Resolution 1:

That the delisting of all Rule 144A and Reg S Global Depositary Receipts each representing 2 ordinary shares of the Company, currently listed on the London Stock Exchange is approved and the Deposit Agreement dated 05.12.2012 between the Company and JPMORGAN CHASE BANK, N.A. is terminated.

FOR AGAINST ABSTAIN

? ? ?

Special Resolution 2:

That the Company holds on trust the shares represented by the delisted GDRs for and on behalf of the beneficial owners of the Global Depositary Receipts which remain outstanding after the date of the Deposit Agreement termination unless and until the relevant share certificates have been issued to and in the name of such owners whereby the Company will proceeds to (i) make the necessary entries in the register of members of the Company (ii) issue share certificates in the name of the beneficial owners of the GDRs (iii) update the public records at the Cyprus registrar of companies.

FOR AGAINST ABSTAIN

? ? ?

Special Resolution 3:

That resignation of all members of the Board of Directors is approved.

FOR AGAINST ABSTAIN

? ? ?

Special Resolution 4:

That new members of the Board of Directors to be elected and new composition of the Board of Directors, consisting of 7 Directors, elected from the approved list of candidates, to be approved.

Name of the candidate

Nominated as

"FOR"

(cumulative votes for candidate)

"AGAINST" all candidates

(cumulative votes)

"ABSTAIN"

(cumulative votes)

1. Aleshin Boris Sergeevich

Independent Director

2. Arutyunov Nikolay Bagratovich

Independent Director

3. Dijols, Maurice Greroire Rene

Independent Director

4. Gasparyan Vagan Vitalievich

Non-executive Director

5. Generalov Sergey Vladimirovich

Non-executive director

6. Gilev Sergey Evgenievich

Non-executive Director

7. Levitskiy Nikolay Valentinovich

Executive Director, CEO

8. Lipyavko Dmitry Yurievich

Independent Director

9. Martin, Olivier Raoul

Non-executive Director

10. Rohan, Gerald Joseph

Independent Director

11. Tatarchuk Vladimir Valentinovich

Independent Director

Unless otherwise instructed, the proxy will vote as he or she thinks fit.

PLEASE SIGN AND DATE AND RETURN THIS FORM OF PROXY TO BE RECEIVED BY ANTIS TRIANTAFYLLIDES & SONS LLC (CYPRUS) BEFORE THE TIMES APPOINTED FOR HOLDING THE EGM.

Print Name(s) of Shareholder Signature of Shareholder(s)

Dated: this day of 2016

FOR OFFICIAL USE ONLY

Number of Votes to which Shareholder is entitled:_____

This information is provided by RNS
The company news service from the London Stock Exchange
END
EGMAKCDKOBKDOBK
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