Last checked at 12 Feb 2014 09:19
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
12 February 2014
IG Seismic Services PLC ("IGSS") notes the announcement made by U.C.E. Synttech Holdings Limited ("Synttech") today regarding the level of acceptances received in relation to the Offer.
As outlined in the Offer Document dated 22 January 2014, the Offer is conditional on valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on 12 February 2014 (or such later time(s) and/ or date(s) as Synttech may, subject to the rules of the Code or with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 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 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.
Computershare Investor Services PLC, which is acting as Receiving Agent in relation to the Offer, confirms that as of 5pm on the 11 February 2014 it had received acceptances in relation to 5,104,860 ordinary shares or approximately 24.50 per cent. of IGSS's issued share capital not already owned by Synttech and its concert parties.
The combined number of valid acceptances and Synttech's interest amount to 11,312,868, representing approximately 54.30 per cent. of IGSS's issued share capital. Consequently, and in accordance with Rule 10 of the Code, the Offer is now deemed to be unconditional.
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
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.