Last checked at 27 Feb 2014 09:33
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
27 February 2014
IG Seismic Services PLC ("IGSS") notes the announcement made by U.C.E. Synttech Holdings Limited ("Synttech") on 27 February 2014 regarding the final level of acceptances received in relation to the Offer and the fact that the Offer is now closed and is no longer capable of acceptance.
In its announcement, Synttech announced that as at 1.00 p.m. (London time) on 26 February 2014, the closing date of the Offer, Synttech had received valid acceptances in respect of 5,423,147 IGSS Shares, representing approximately 26.03 per cent. of the current issued share capital of IGSS and approximately 37.08 per cent. of the IGSS Shares to which the Offer relates. So far as Synttech is aware, none of these acceptances have been received from persons acting in concert with Synttech.
As at the date of this announcement, the Synttech Group holds 6,207,250 IGSS Shares (of which, 5,582,248 IGSS Shares are held in the name of Steyr Limited, a company wholly owned by Mr. Levitskiy, and 625,002 are held in the name of Synttech). In addition, Lucid Development Limited, a company wholly owned by Mr. Denis Cherednichenko (the current executive director of IGSS, and who is considered by CySEC and the Takeover Panel to be acting in concert with Mr. Levitskiy) currently holds 758 IGSS Shares. Therefore, as at 1.00 p.m. (London time) on 26 February 2014, Synttech and its concert parties owned a total of 6,208,008 IGSS Shares, representing, in aggregate, approximately 29.79 per cent. of the current issued share capital of IGSS.
Accordingly, as at 1.00 p.m. (London time) on 26 February 2014, Synttech and its concert parties either owned, or Synttech had received valid acceptances of the Offer in respect of, a total of 11,631,155 IGSS Shares, representing, in aggregate, approximately 55.82 per cent. of the current issued share capital of IGSS.
In accordance with Rule 30.4 of the Code, a full copy of Synttech's 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. Neither the contents of IGSS's website, nor the content of any other website accessible from hyperlinks on IGSS's website, is incorporated into or forms part of this announcement.
Enquiries:
IG Seismic Services Plc, Board of Directors Secretary
Anna Zaytseva, + 357 2226 9655
azayceva@igseis.com
IG Seismic Services Plc, Media Relations
Victoria Smirnova, +7 495 580 7882 ext. 396
v.smirnova@igseis.com
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.