Ig Seismic S Regulatory News (IGSS)

Possible offer announcement regarding IG Seismic Services plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers. There can be no certainty that an offer will be made

15 November 2013

U.C.E. Synttech Holdings Limited ("Synttech"), a company ultimately owned by Mr Nikolay Levitskiy, the Chief Executive Officer of IG Seismic Services plc ("IGSS"), announces it is currently in the process of considering and negotiating a transaction to acquire further interests in the ordinary shares and/or global depository receipts issued in relation to the ordinary shares of IGSS. Any such acquisition, if ultimately made, is expected to be at the prevailing market price at or around US$15 in cash per IGSS ordinary share, equivalent to at or around US$30 in cash per global depositary receipt (the "Acquisition Price") admitted to trading on the London Stock Exchange. Any such acquisition is expected to result in Mr Levitskiy and his concert parties, including Synttech, holding an interest of between 40 to 50 per cent. in IGSS's issued share capital, as a result of which Synttech would be required to make a mandatory cash offer at the Acquisition Price to all IGSS shareholders.

Synttech has sought approval from the Federal Antimonopoly Service of the Russian Federation to make the acquisition and resultant mandatory offer, and the outcome of that regulatory approval request is expected to be received imminently. Mr Levitskiy can confirm that he has received the agreement of IGSS's board to evaluate the possibility of acquiring further interests in IGSS shares. No other form of proposal has been put to IGSS's board of directors. 

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"). There can be no certainty that an offer will be made. Mr Levitskiy and his concert parties, including Synttech, reserve the right to make a voluntary offer to all IGSS shareholders at any time at a value below US$30 per global depositary receipt with the agreement and recommendation of the independent directors of IGSS and the consent of the Panel.

Further announcements will be made in due course, as appropriate. If a mandatory offer to all IGSS shareholders is required, then this will be announced immediately.

This announcement places IGSS into an offer period for the purposes of the Code and the Cyprus Takeover Law, Law No. 41(I)/2007, and in accordance with Rule 2.6(a) of the Code, Synttech must, by not later than 5.00 p.m. on 13 December 2013, either announce a firm intention to make an offer for IGSS in accordance with Rule 2.7 of the Code or announce that there is no intention to make an offer for IGSS, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

Since the Company has its registered office in Cyprus and GDRs representing its shares are listed on a regulated market in the United Kingdom, the Cyprus Securities and Exchange Commission is responsible for rules regarding information to employees and company law matters (including frustrating action), and the UK Panel on Takeovers and Mergers is responsible for rules on consideration and bid procedure matters. Further details on process and timetable will be provided if an offer document is published.

Enquiries

UBS Investment Bank (Financial adviser to Synttech) +44 (0) 20 7567 8000

Mike Schmidt

Alexey Goncharenko

Sandip Dhillon

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

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 this potential transaction 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 connection with the potential transaction or any matter referred to herein.

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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.2

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.