12 декабря 2012

Выплата дивиденда в форме акций

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. 
DISTRIBUTION OF DIVIDEND IN SPECIE
12 December 2012
 
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”.
 
 
Distribution of Dividend in Specie
 
Integra Group (LSE: INTE) (“Integra Group” or the “Company”) announces that following the admission of
IG Seismic Services Limited (“IGSS”) to the Official List maintained by the UK Listing Authority and to trading on the London Stock Exchange’s main market, Integra Group distributed on 11 December 2012 its entire stake of 36% in IGSS in the form of a Dividend in Specie to its Eligible Holders in proportion to such Eligible Holders’ respective holdings in Integra Group.
 
Based on the total number of issued shares of the Company as of the Record Date (19 October 2012), the Dividend in Specie was distributed based on the following ratios:
 
0.80734  of an IGSS Share per each Integra Group Class A Common Share
0.02018 of an IGSS GDR per each Integra Group GDR
 
Mandatory Certification Results
 
A mandatory certification process involving certain representations, warranties and confirmations regarding the eligibility of holders to receive the Dividend in Specie was conducted prior to the dividend distribution.  Based on the results of such certification:
 
94.1% of Integra Group shareholders were distributed the Dividend in Specie based on the aforementioned ratios; and
 
5.9% of Integra Group shareholders will receive cash in lieu of IGSS GDR’s or IGSS Shares via the Dividend Cash Out Facility.
 
Dividend Cash Out Facility
The Dividend Cash Out Facility is reliant entirely upon the market price available for the IGSS GDRs on the London Stock Exchange.  Holders of Integra GDRs who are part of the cash out facility will receive their proportionate share of the Net Proceeds only after the cash out process is fully completed. Neither Integra Group nor the Integra Group Depositary is able to determine nor guarantee what any such cash amount will be or when the cash out process will be completed. 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.
 
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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. 
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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, DIRECTLYOR 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.