«ATTACHED IS A PROSPECTUS FOR AN OFFERING OF SECURITIES. THE DOCUMENT IS HIGHLY CONFIDENTIAL AND IS ONLY FOR YOUR USE. BY ACCEPTING AND OPENING THE ...»
ATTACHED IS A PROSPECTUS FOR AN OFFERING OF SECURITIES. THE DOCUMENT IS HIGHLY
CONFIDENTIAL AND IS ONLY FOR YOUR USE.
BY ACCEPTING AND OPENING THE ATTACHED DOCUMENT, YOU AGREE NOT TO FORWARD
THIS ON TO ANY OTHER PERSON, INTERNAL OR EXTERNAL TO YOUR COMPANY, IN WHOLE OR
IN PART. YOU ALSO ACKNOWLEDGE AND AGREE TO THE FOLLOWING RESTRICTIONS.All countries: No action has been or will be taken in any jurisdiction that would permit or require a public offering of the securities, or possession or distribution of this e-mail or the attached document or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. The distribution of this e-mail and the attached document in certain jurisdictions may be restricted by law and persons into whose possession the document comes should inform themselves about, and observe, any such restrictions.
United States: The securities have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”). This e-mail and the attached document, or any copy thereof, may not be taken or transmitted into the United States or any of its territories or possessions or to US persons or distributed, directly or indirectly, in the United States or to any employee or affiliate of the recipient located therein except in “offshore transactions” (as that term is defined in Regulation S under the Securities Act).
European Economic Area: In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that member state (the “Relevant Implementation Date”) the securities will not be offered to the public in that Relevant Member State, except that they may, with effect from and including the Relevant Implementation Date, be offered to the public in that Relevant Member
(i) at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(ii) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) at any time in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.
The expression “offer to the public” in relation to any of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state. The expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
United Kingdom: This e-mail and the attached document are for distribution in the United Kingdom only to, and are directed only at, persons who either have professional experience in matters relating to investments or are high net worth entities falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”). This e-mail and the attached document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this e-mail and the attached document relates is available only to relevant persons and will be engaged in only with relevant persons.
INTEGRA GROUP(An exempted company incorporated under the laws of the Cayman Islands) Global Offering of 1,994,266 Class A Common Shares in the form of 39,885,320 Global Depositary Receipts Offer Price: US$16.75 per Global Depositary Receipt This prospectus (the “Prospectus”) relates to an offering (the “Offering”) of 1,994,266 Class A common shares, each with a nominal value of US$0.0001 (the “Shares”), of Integra Group (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, in the form of 39,885,320 global depositary receipts (“GDRs”), each without nominal value, with 20 GDRs representing an interest in one Share. The Offering is comprised of an offer by the Company of 1,492,537 Shares in the form of 29,850,740 GDRs and an offer by certain non-management shareholders of the Company (the “Selling Shareholders”) of a total of 501,729 Shares in the form of 10,034,580 GDRs.
This document constitutes a prospectus relating to the Company prepared in accordance with the prospectus rules (the “Prospectus Rules”) of the UK Financial Services Authority (the “Financial Services Authority”) made under Section 73A of the Financial Services and Markets Act 2000 (the “FSMA”). This Prospectus will be made available to the public in accordance with the Prospectus Rules.
The Offering does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation would be unlawful. The Offering consists of an offering outside the Russian Federation and the United States of America (the “United States”) of GDRs pursuant to Regulation S (“Regulation S”) under the US Securities Act of 1933, as amended (the “Securities Act”). The GDRs have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered, sold, pledged or otherwise transferred in the United States of America (the “United States”) absent registration or an exemption from registration under the Securities Act. For a description of certain restrictions on sales and transfers of the GDRs, see “Selling and Transfer Restrictions”.
The Company has granted the Joint Bookrunners, acting on behalf of the Managers, an option (the “Over-Allotment Option”), exercisable within 30 days after the announcement of the Offer Price, to purchase in the aggregate up to 299,139 additional Shares in the form of up to 5,982,780 GDRs at the Offer Price solely to cover over-allotments, if any, in the Offering. See “Subscription and Sale”.
AN INVESTMENT IN THE GDRS INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS”. The GDRsare of a specialist nature and should only be purchased and traded by investors who are particularly knowledgeable in investment matters.
The Company has applied to the Financial Services Authority for a block listing of up to 157,544,760 GDRs (of which 39,885,320 will be issued on the closing date of the Offering (the “Closing Date”) and up to 5,982,780 may be issued pursuant to the Over-Allotment Option, if exercised, with the remainder being issued from time to time against the deposit of Shares with JPMorgan Chase Bank, N.A., as depositary (the “Depositary”)) to its official list (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) to admit such GDRs for trading under the symbol INTE on its main market for listed securities (the “Main Market”) through its International Order Book (regulated market segment) (the “IOB”).
The IOB is a regulated market for purposes of the Markets in Financial Instruments Directive 2004/39/EC. Admission to the Official List, together with admission to the Main Market (“Admission”), constitutes listing on a stock exchange. Prior to the Closing Date, there has not been any public market for the Shares or the GDRs. The Company expects that conditional trading in the GDRs on the London Stock Exchange through the IOB will commence on a “when and if issued” basis on or about February 22, 2007 and that unconditional trading through the IOB will commence on or about the Closing Date. All dealings in the GDRs prior to the commencement of unconditional dealings will be of no effect if the Admission does not take place and will be at the sole risk of the parties concerned. The Shares have not been, and are not expected to be, listed on any stock exchange.
The GDRs offered hereby are being offered by the managers as named in “Subscription and Sale” or through their selling agents, when, as and if delivered to and accepted by them and subject to their right to reject any order in whole or in part. The GDRs will be evidenced by a Master Global Depositary Receipt (the “Master GDR”), which will be issued by the Depositary, registered in the name of, and deposited with, BNP Paribas Securities Services, Luxembourg branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Euroclear and Clearstream are expected to accept the GDRs for settlement in their respective book-entry settlement systems. The Company expects that delivery of the GDRs will be made through the facilities of Euroclear and Clearstream on or about the Closing Date. Except as set forth herein, investors may hold beneficial interests in and transfer the GDRs only through Euroclear or Clearstream and their direct and indirect participants, as applicable. Transfers within Euroclear and Clearstream will be in accordance with the usual rules and operating procedures of the relevant system.
If you are in any doubt about the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or financial adviser. It should be remembered that the trading price of the GDRs can go down as well as up.
The Company accepts responsibility for the information contained in this Prospectus. To the best knowledge of the Company (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. As far as the Company is aware and able to ascertain, no facts have been omitted which would render the information reproduced or sourced from the market report described below inaccurate or misleading and, with respect to the reproduced or sourced information, the Company accepts responsibility only for the accurate extraction of such information from the market report.
The Company notes that certain information under the heading “Industry” and related market and competitive data appearing elsewhere in this Prospectus has been reproduced from a market report dated December 2006 that was prepared at our request and expense by Douglas–Westwood Limited, a third party, referred to hereinafter as Douglas–Westwood. The business address of Douglas–Westwood is Saint Andrews House, Station Road East, Canterbury CT1 2WD, England. Douglas–Westwood is a global consulting and services organization focused on the energy and marine industries. Douglas–Westwood has no material interest in the Company. Excerpts of the market report prepared by Douglas–Westwood for us, any summaries of portions of such market report, and any information sourced from such market report are included in this Prospectus with the approval, consent and authorization of Douglas–Westwood which has authorized the contents of those parts of this Prospectus. Douglas–Westwood accepts responsibility for the market and competitive data in the sections entitled “Summary”, “Industry”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” attributable to it and confirms that it has taken all reasonable care to ensure that the information contained in the parts of the Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information.
The contents of the Company’s website do not form any part of this Prospectus.
Morgan Stanley & Co. International Limited, Renaissance Securities (Cyprus) Limited and Alfa Capital Holdings (Cyprus) Limited, London branch (the “Managers”) are acting for the Company and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Offering or any transaction or arrangement referred to in this Prospectus.
The distribution of this Prospectus and the offer of the Shares and GDRs in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company, the Selling Shareholders or the Managers to permit a public offering of the Shares or the GDRs or to permit the possession or distribution of this Prospectus (or any other offering or publicity materials or application forms relating to the Shares) in the UK or any other jurisdiction where action for that purpose may be required. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The Offering and sale of the GDRs and the distribution of this Prospectus are subject to the restrictions set forth below and under “Subscription and Sale” and “Selling and Transfer Restrictions”.