Integra Group Announced Dividend Record Date
OREANDA-NEWS. October 9, 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”.
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.
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