Integra brochure
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December 30, 2011

Integra Group announces a business combination completion

NEITHER THIS PRESS RELEASE NOR ANY PART OR COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION OR DISTRIBUTED DIRECTLY OR INDIRECTLY OR REDISTRIBUTED INTO THE UNITED STATES, AUSTRALIA, JAPAN OR THE RUSSIAN FEDERATION OR TO ANY RESIDENT THEREOF. 

 

Integra Group announces the completion of a business combination of its formation evaluation segment with Geotech Holding.

Integra Group (LSE: INTE) (“Integra Group” or the “Company”) announces that Integra Group, Schlumberger Oilfield Holdings Limited (“Schlumberger”), Geotech Oil Services Holding Limited (“GOSH”) and IG Seismic Services Limited (“IGSS”) have today completed the transaction announced on 9 November 2011 to combine IGSS, the entity through which Integra Group and Schlumberger conducted their land and transition zone seismic joint venture in Russia and the CIS, with GOSH's seismic business, conducted through Geotech Holding JSC ("Geotech Holding") (the “Transaction”). 

The combination was effected through the transfer by GOSH of 99% of the issued share capital of Geotech Holding to IGSS in exchange for newly issued shares in IGSS. Following completion of the Transaction, Integra Group holds 36%, Schlumberger holds 12%, and GOSH holds 52% of the entire enlarged issued share capital of IGSS. 

The Transaction was approved by Integra Group shareholders at the Extraordinary General Meeting held on 5 December 2011 and received required anti-monopoly approvals on 30 December 2011. 

Anticipated Benefits of the Transaction

It is expected that IGSS will become one of the largest land seismic companies globally, with a leading position in the Russian and CIS market and access to all the key customers and provinces in the region. The combined seismic business will offer high quality seismic acquisition, data processing and interpretation services. It will benefit from the wider application of transition zone capabilities and access to certain interpretation and land seismic and data processing software (Omega 2 and Petrel, both of which are trademarks of Schlumberger group) from the Schlumberger group as well as the right to use Schlumberger group’s proprietary “UniQ” technology and tailored training. Access to the defined Schlumberger group proprietary technologies and training is expected to add significant value to the services being delivered to clients. 

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Contacts

For further information, please contact:

Integra:

Andrey Machanskis  Head of Investor Relations  Tel. +7 495 933 0621 amachanskis@integra.ru Geotech Holding:

Denis Cherednichenko Vice President for Corporate Development and Investment

Tel. +7 495 580 78 82 dcherednichenko@geotechcom.ru

 

Forward Looking Statements

Certain statements contained in this announcement in respect of Integra Group, IGSS, Schlumberger, GOSH and Geotech Holding (collectively, the “Parties”) constitute "forward-looking statements". These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Parties’ control and all of which are based on the Parties’ current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or, in each case, their negative or other variations or comparable terminology. All statements (other than statements of historical facts) including, without limitation, those regarding Integra Group, IGSS and GOSH historical financial positions, results of operations, liquidity, prospects, growth, business strategy, plans and objectives of management for the future operations (including development plans and objectives relating to the Parties’ respective businesses) are forward-looking statements. 

 

Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of each Party, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Parties’ present and future business strategies and the environment in which the Parties will operate in the future. Such risks, uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. 

 

The forward-looking statements contained in this document speak only as at the date of this document. Except to the extent required by applicable law, the Financial Services Authority (“FSA”), the London Stock Exchange, the Listing Rules or the Disclosure Rules and Transparency Rules of the FSA, Integra Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in Integra Group’s or any other Party’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 

 

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IMPORTANT NOTICE

THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO SELL, OTHERWISE DISPOSE OF, ISSUE, PURCHASE, OTHERWISE ACQUIRE OR SUBSCRIBE FOR ANY SECURITY IN ANY JURISDICTION, NOR SHOULD ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTION FORM PART OF OR BE RELIED ON IN CONNECTION WITH ANY CONTRACT OR INVESTMENT DECISION RELATING THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING THE SECURITIES OF INTEGRA GROUP OR IGSS.

THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR DISTRIBUTED OR PUBLISHED, DIRECTLY

OR INDIRECTLY, IN THE UNITED STATES. THE MATERIAL SET FORTH HEREIN IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR THE LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

THE INFORMATION CONTAINED HEREIN IS NOT AN OFFER, OR AN INVITATION TO MAKE ANY OFFER, SELL, PURCHASE, EXCHANGE OR TRANSFER ANY SECURITIES IN RUSSIA OR TO OR FOR THE BENEFIT OF ANY RUSSIAN PERSON, AND DOES NOT CONSTITUTE AN ADVERTISEMENT OR OFFERING OF SECURITIES IN RUSSIA WITHIN THE MEANING OF RUSSIAN SECURITIES LAWS AND MUST NOT BE PASSED ON TO THIRD PARTIES OR OTHERWISE BE MADE PUBLICLY AVAILABLE IN RUSSIA. THE SECURITIES ARE NOT INTENDED FOR “OFFERING”, “PLACEMENT” OR “CIRCULATION” IN RUSSIA, EXCEPT AS PERMITTED BY RUSSIAN LAW (EACH AS DEFINED IN RUSSIAN SECURITIES LAWS).

ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.