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

12 February 2014

CASH OFFER BY

BY

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

FOR

IG SEISMIC SERVICES PLC ("IGSS")

Offer declared wholly unconditional

Introduction

On 22 January 2014, Synttech, a company which is ultimately owned by Mr Nikolay Levitskiy, the chief executive officer of IGSS, made 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.

Offer status

Synttech is pleased to announce that the Condition to the Offer has been satisfied and, accordingly, the Offer is declared wholly unconditional.

The Offer will remain open for acceptances until 1.00 p.m. on 26 February 2014. IGSS Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

Level of acceptances

Synttech announces that as at 5.00 p.m. (London time) on 11 February 2014 Synttech had received valid acceptances in respect of 5,104,860 IGSS Shares, representing approximately 24.50 per cent. of the current issued share capital of IGSS and approximately 34.90 per cent. of the IGSS Shares to which the Offer relates, which may count towards the satisfaction of the acceptance condition to the Offer. 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 following the cancellation by Synttech of 312,501 IGSS GDRs representing 3 per cent. of IGSS's issued share capital, and the registration of the underlying 625,002 IGSS Shares in Synttech's name so that those IGSS Shares may be counted towards the satisfaction of the Condition). 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 5.00 p.m. (London time) on 11 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 5.00 p.m. (London time) on 11 February 2014, Synttech and its concert parties either owned, or Synttech had received valid acceptances of the Offer in respect of, a total of 11,312,868 IGSS Shares, representing, in aggregate, approximately 54.30 per cent. of the current issued share capital of IGSS. 

IGSS GDRs held by Synttech Group's concert parties

In addition, 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.

Offer Timetable and acceptance procedure

IGSS Shareholders who have not yet accepted the Offer are encouraged to do so without delay. To accept the Offer, holders of IGSS Shares should complete and return the Form of Acceptance so as to be received no later than 1.00 p.m. (London time) on 26 February 2014 in accordance with the procedures set out in the Offer Document.

Only holders of IGSS Shares registered as members of IGSS on its register of members 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 you in order that you can accept the Offer as an IGSS Shareholder as set out in paragraph 1 of Part C of Appendix I of the Offer Document and in the accompanying 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 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 26 February 2014 by the Receiving Agent. 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 you have any questions about cancelling your IGSS GDRs.

Settlement of consideration

The consideration to which any IGSS Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received by 5.00 p.m. (London time) on 11 February, on or before 26 February 2014; and (ii) in the case of valid acceptances received after 5.00 p.m. (London time) on 11 February 2014, but whilst the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document and Form of Acceptance.

Interests in IGSS Shares

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.

General

Terms used in this announcement have the same meaning as in the Offer Document, 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 11 February 2014.

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.

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. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains 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 its entirety before making a decision with respect to the Offer.

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 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 your instruction to cancel your IGSS GDRs, that you 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 your 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.

If you hold a beneficial interest in IGSS GDRs through a bank, broker or other intermediary, you must refer to such intermediary before taking any action. You are advised to check whether, and if so when, such intermediary needs to receive your instructions to participate in the Offer before the deadlines specified in this document, and there is no assurance that such intermediary and/or the Depositary will receive your instructions in sufficient time to participate in the Offer during the Offer Period and the Depositary shall have no liability for any such failure.

The Depositary has not reviewed and is not responsible or liable for any of the information contained in this Document. The Depositary is acting solely as the depositary for IGSS, and not as an advisor, agent, representative or in any other capacity for Synttech or any other person, including holders of the IGSS Shares. 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.

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 any 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.

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 are 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 is not being 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 is 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.

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.