Ig Seismic S Regulatory News (IGSS)

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

FOR IMMEDIATE RELEASE

22 January 2014

CASH OFFER

BY

U.C.E. SYNTTECH HOLDINGS LIMITED ("SYNTTECH")

FOR

IG SEISMIC SERVICES PLC ("IGSS")

Publication of Offer Document

On 30 December 2013, Synttech, a company incorporated in Cyprus which is ultimately wholly-owned by Mr Nikolay Levitskiy, the chief executive officer of IGSS, announced the terms of a cash offer to acquire the entire issued and to be issued share capital of IGSS which is not already owned by the Synttech Group (the "Offer"). The Synttech Group and its concert parties are currently interested in a total of 6,552,828 IGSS Shares, representing approximately 31.45 per cent. of IGSS's issued share capital.

Synttech announces that the offer document (the "Offer Document") which contains, amongst other things, the full terms of, and condition to, the Offer is being posted today to IGSS Shareholders.

The Offer is for IGSS Shares, and can only be accepted by registered IGSS Shareholders. IGSS GDR Holders should review the full details of this announcement and the Offer Document to understand how they may participate in the Offer. The Offer, which is subject to the condition and further terms set out in the Offer Document and Form of Acceptance, is 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 issued share capital of IGSS at approximately $312.5 million. The Offer Price is final and will not be increased. The Offer is conditional only upon the receipt of valid acceptances which, together with IGSS Shares acquired or agreed to be acquired before or during the Offer, will result in Synttech and its concert parties holding IGSS Shares carrying more than 50 per cent. of the voting rights of IGSS.

To accept the Offer, holders of IGSS Shares should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m.(London time) on 12 February 2014 in accordance with the procedures set out in the Offer Document.

Only holders of IGSS Shares registered as members of IGSS may participate in the Offer and holders of IGSS GDRs may not accept or tender IGSS GDRs directly into the Offer. In order to participate in the Offer IGSS Shareholders must be entered on the register of members of IGSS at the time of accepting their IGSS Shares into the Offer during the Offer Period. Therefore, IGSS GDR Holders electing to participate in the Offer should cancel their IGSS GDRs and instruct JPMorgan Chase Bank, N.A., the Depositary for the IGSS GDRs, to transfer the underlying IGSS Shares represented by such IGSS GDRs to them in order that they can accept the Offer as an IGSS Shareholder in accordance with the procedures set out in the Offer Document and Form of Acceptance. IGSS GDR Holders intending to cancel their IGSS GDRs in order to become an IGSS Shareholder are advised to cancel their IGSS GDRs as soon as possible, and it is advisable that the relevant request is received by the Depositary not later than on 29 January 2014, in order to provide as much time as possible to receive and complete the Form of Acceptance as an IGSS Shareholder so as to be received by no later than 1.00 p.m. (London time) on 12 February 2014 by the Receiving Agent (unless there is extension of the acceptance period in accordance with the terms of the Offer). IGSS GDR Holders should refer to their stockbroker, bank, other agent or the Depositary (JP Morgan DR Settlements Desk contact telephone number: +1 302 552 0230) if they have any questions about cancelling their IGSS GDRs.

The Offer Document will also be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.igseis.com. Further copies of the Offer Document and Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare Investor Services PLC, on 0870 889 4070 from within the UK or on +44 870 889 4070 if calling from outside the UK. Lines are open 9.00 am to 5.30pm (London Time) Monday to Friday.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries:

UBS Investment Bank (Financial adviser to Synttech)

Telephone: +44 (0) 20 7567 8000

Alexey GoncharenkoSandip 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 Form of Acceptance 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.

The Depositary has not made or provided, and will not make or provide, any recommendation or advice as to whether holders of IGSS GDRs should cancel or not cancel their IGSS GDRs and/or participate or not participate in the Offer.  There is no assurance that if the Depositary receives an instruction to cancel IGSS GDRs before 29 January 2014 or otherwise, that the IGSS GDR Holder will be entered on the register of members of IGSS during the Offer Period and be able to participate in the Offer and the Depositary shall have no liability if IGSS GDRs are not received sufficiently in advance for participation in the Offer, or at all, or for any failure for such underlying IGSS Shares to be timely delivered and/or accepted in the Offer.

Special Notice to Residents of the United States

This announcement has not been submitted to or reviewed by the SEC or any U.S. state securities commission and neither the SEC nor any such U.S. state securities commission has approved or disapproved or determined whether this announcement is truthful or complete. Any representation to the contrary is a criminal offence in the United States.

The Offer described in this announcement 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 England that are different from those in the United States. As applicable, Synttech will comply with Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended in connection with the Offer. Synttech intends, however, to treat the Offer as one to which the ''Tier II exemption'' described in Rule 14d-1(d) under the Exchange Act is applicable.

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.

1. Overseas Jurisdictions

The distribution of the Offer 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 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 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.

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. 

The availability of the Offer or the distribution of this announcement to IGSS Shareholders and IGSS GDR holders who are not resident in Cyprus or the United Kingdom 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.

2. 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.

3. 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.