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

27 February 2014

CASH OFFER BY

BY

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

FOR

IG SEISMIC SERVICES PLC ("IGSS")

Update on Acceptances and Closing of Offer

Introduction

On 30 December 2013, Synttech, a company which is ultimately owned by Mr Nikolay Levitskiy, the chief executive officer of IGSS, announced that it would make a cash offer to acquire the entire issued and to be issued share capital of IGSS not already held by the Synttech Group for $15.00 in cash for each IGSS Share (the "Offer").

The full terms of, and Condition to, the Offer together with the procedures for acceptance were set out in the offer document issued by Synttech on 22 January 2014 (the "Offer Document") and the accompanying Form of Acceptance. The Offer was declared wholly unconditional on 12 February 2014.

Level of acceptances

Synttech announces 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.

Offer closed

The Offer is now closed and is no longer capable of acceptance.

Settlement of consideration

The consideration to which any IGSS Shareholder is entitled under the Offer in the case of valid acceptances received by 5.00 p.m. (London time) on 11 February 2014, was settled on or before 26 February 2014, in the manner described in the Offer Document and Form of Acceptance. 

The consideration to which any IGSS Shareholder is entitled under the Offer in the case of valid acceptances received after 5.00 p.m. (London time) on 11 February 2014 and whilst the Offer remained open for acceptance, will be settled within 14 days of such receipt, in the manner described in the Offer Document and Form of Acceptance.

Interests in IGSS Shares

Lucid Development Limited, a company wholly owned by Mr Cherednichenko, currently owns 172,410 IGSS GDRs representing in aggregate approximately 1.66 per cent. of IGSS's issued share capital. These IGSS GDRs have not been counted towards the satisfaction of the Condition.

Save for the interests set out in this Announcement, as at the date of this announcement, neither Synttech, nor any of the Synttech Directors or any other member of the Synttech Group, nor so far as the Synttech Directors and their appointed representatives are aware, any person acting in concert with Synttech (for the purpose of the Cyprus Takeover Law), is interested in, or has any rights to subscribe for any relevant securities of IGSS, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of IGSS. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of IGSS and any borrowing or lending of any relevant securities of IGSS which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of IGSS.

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. 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.

General

Terms used in this announcement have the same meaning as in the Offer Document and Form of Acceptance, unless stated otherwise.

The percentages of IGSS Shares referred to in this announcement are based upon a figure of 20,833,400 IGSS Shares in issue on 26 February 2014.

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.

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.

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.

Overseas jurisdictions

The distribution of this announcement, the Offer Document and other Offer related documentation into, in or from 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 announcement 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.

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.

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.