«    2017    »
июль
август
сентябрь
октябрь
ноябрь
декабрь




03 октября 2012

Информация о дате закрытия реестра

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.

Unless defined otherwise, all capitalized terms in this announcement are as defined in the circular distributed to Integra Group Shareholders on 9 November 2011 (the “Circular”) which is available from the Company's website, http://www.integra.ru/eng/investors/corporate_actions/, under the header “Extraordinary General Meeting,
December 5, 2011”.

Admission of IGSS

On December 30, 2011 Integra Group (LSE: INTE) (“Integra Group” or the “Company”) announced the completion of the transaction to combine IG Seismic Services Limited (“IGSS”), the entity through which Integra Group and Schlumberger Oilfield Holdings Limited conducted their land and transition zone seismic joint venture in Russia and the CIS, with the seismic business of Geotech Oil Services Holding Limited, conducted through Geotech Holding JSC ("Geotech Holding") (the “Transaction”).


Integra Group presently holds 36% of the issued share capital of IGSS. It is the intention of IGSS to seek admission of its shares (“IGSS Shares”) in the form of global depositary receipts (“IGSS GDRs”) to the Official List of the UK Listing Authority and to trading on the London Stock Exchange’s market for listed securities (the “Proposed Admission”).  It is currently expected that the Proposed Admission will take place in the second half of
November 2012.

Dividend in Specie

Contemporaneously with the Proposed Admission, Integra Group intends to spin-off its entire stake in IGSS to Eligible Shareholders and Eligible Integra Group GDR Holders (together, the “Eligible Holders”) in proportion to such Eligible Holders’ respective holdings in Integra Group (the “Dividend in Specie”).

The Dividend in Specie will be made on the basis that for every Integra Group Class A Common Share held, an Eligible Shareholder shall be entitled to approximately 0.823 of an IGSS Share, and for every Integra Group GDR held, an Eligible Integra Group GDR Holder shall be entitled to approximately 0.02 of an IGSS GDR.  The Dividend in Specie will only be distributed to the Eligible Holders to the extent they are the owners of record of such securities as of the record date set out in the timetable below (the “Record Date”).  The exact number of IGSS Shares and IGSS GDRs that an Integra Group Class A Common Share and an Integra GDR, respectively, will be entitled to will depend on the number of Integra Group Class A Common Shares and Integra Group GDRs issued as of the Record Date.

The securities underlying the Dividend in Specie will only be transferred, distributed or delivered, directly or indirectly, within the United States to qualified institutional buyers, as defined in Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to another exemption from, or in transactions not subject to, registration under the Securities Act, and to persons outside the United States in offshore transactions in reliance upon Regulation S of the Securities Act, except that distributions to residents of or persons located within the Russian Federation will be restricted to Russian qualified investors as defined under Russian law.  On the Record Date, a certificate (the “Certificate Form”) containing certain representations, warranties and confirmations regarding the eligibility of holders to receive the Dividend in Specie will be distributed to all Integra Group shareholders, by Integra Group, and to all Eligible Integra Group GDR Holders, by the Integra Group Depositary.  In order to receive the Dividend in Specie, Eligible Holders will be required to return the Certificate Form to the Integra Group Depositary or Integra Group, respectively, prior to 9 November 2012 (the “Certification Date”). 

Any Integra Group GDR holders or Integra Group shareholders, as applicable, who fail to or are unable to complete the Certificate Form, will not be entitled to receive IGSS GDRs or IGSS Shares, as applicable, and will instead receive cash in lieu thereof.  Neither Integra Group nor the Integra Group Depositary is able to determine nor guarantee what any such cash amount will be or when it may be delivered.  We refer to the Circular for further information with respect to the risks associated with and procedures in place with respect to those holders who will receive cash in lieu of IGSS GDRs or IGSS Shares, as the case may be.

Expected timetable of principal events

Record Date:    19 October 2012

Certification Date:   9 November 2012

Date of Proposed Admission:  Anticipated to occur in the second half of November 2012

Distribution date of the Dividend in Specie: On the day or on the next business day following Proposed Admission

If any of the above times and/or dates change, the revised times and/or dates will be notified to Integra Group shareholders and Integra Group GDR holders by announcement through the Regulatory News Service of the London Stock Exchange.

* * * * *

Contacts

For further information, please contact:
Andrey Machanskis
Head of Investor Relations
Tel. +7 495 933 0621
amachanskis@integra.ru

Forward Looking Statements
Certain statements contained in this announcement constitute "forward-looking statements". These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Integra Group’s or IGSS’ control and all of which are based on Integra Group’s or IGSS’ 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.
 Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Integra Group or IGSS, 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 present and future business strategies and the environment in which Integra Group and IGSS operate now or 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 IGSS’ expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
* * * * *
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.