TIDMIBEX
RNS Number : 4390O
Resource Group Int Ltd (The)
07 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
7 November 2016
Recommended Cash Offer
by
India Bidco Limited
(a company wholly-owned and controlled by The Resource Group
International Limited)
for
IBEX Global Solutions Plc
Posting of Offer Document
Further to the announcement of 21 October 2016 in which the
Independent Directors of IBEX Global Solutions Plc ("IBEX") and
India Bidco Limited ("India Bidco") announced that they had reached
agreement on the terms of a recommended cash offer to be made by
India Bidco (a company wholly-owned and controlled by The Resource
Group International Limited ("TRGI")) for the entire issued and to
be issued share capital of IBEX (the "Offer"), India Bidco
published and posted on 4 November 2016 to IBEX Shareholders a
document (the "Offer Document"), containing the full terms and
conditions of the Offer, together with the relevant Form of
Acceptance. It is also being sent, for information purposes only,
to persons with information rights and to participants in the IBEX
Share Incentive Schemes.
The First Closing Date of the Offer is 25 November 2016. To
accept the Offer in respect of IBEX Shares held in certificated
form (that is, not in CREST), shareholders should complete and
return the Form of Acceptance so as to be received by no later than
1.00 p.m. (London time) on 25 November 2016 in accordance with the
procedure set out in the Offer Document. To accept the Offer in
respect of shares held in uncertificated form (that is, shares held
in CREST), shareholders should ensure than an Electronic Acceptance
is made and that settlement occurs no later than 1.00 p.m. (London
time) on 25 November 2016 in accordance with the procedure set out
in the Offer Document.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
Copies of the Offer Document are available for inspection on
TRGI's website, www.trgworld.com/IBEXoffer, and IBEX's website at
www.ibexglobal.com until the end of the Offer Period.
Enquiries:
IBEX Global Solutions Tel: + 44
Plc 20 3697 9553
Joel Wyler
Opus Corporate Finance Tel: + 44
LLP 20 7025 3600
(Financial Adviser
to TRGI and India
Bidco)
Malcolm Strang
India Bidco Limited/ Tel: + 1 202
The Resource Group 289 9898
International Limited
Mark Ayling
Liberum Capital Tel:+ 44 20
Limited 3100 2000
(Nominated Adviser,
Joint Broker and
Rule 3 Adviser to
IBEX)
Steve Pearce
Richard Bootle
Robert Johnson
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be effected solely
through the Offer Document, which, together with the Form of
Acceptance (in relation to IBEX Shareholders holding shares in
certificated form only) will contain the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. This announcement has been issued by and is the sole
responsibility of India Bidco.
Any decision regarding the Offer should be made only on the
basis of information referred to in the Offer Document and the Form
of Acceptance which India Bidco is despatching today to IBEX
Shareholders, persons with information rights and, for information
only, to participants in the IBEX Share Incentive Schemes.
Please be aware that addresses, electronic addresses and certain
other information provided by IBEX Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from IBEX may be provided to India
Bidco during the Offer Period as required under Section 4 of
Appendix 4 to the City Code.
Opus Corporate Finance LLP, which is regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for TRGI and India Bidco and no one else in connection with the
Offer and will not be responsible to anyone other than TRGI and
India Bidco for providing the protections afforded to its clients
or for providing advice in relation to the Offer or any other
matters referred to herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for IBEX and no one else in connection with the Offer
and this announcement and will not be responsible to anyone other
than IBEX for providing the protections afforded to clients of
Liberum Capital Limited nor for providing advice in connection with
the Offer or this announcement or any matter referred to
herein.
Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of, the United States, Canada, Australia,
Japan, the Republic of South Africa or any other Restricted
Jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other Restricted Jurisdiction. Accordingly, copies of
this announcement and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada,
Australia, Japan, the Republic of South Africa or any other
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules, the rules of the London Stock
Exchange and the City Code, and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
OVERSEAS IBEX SHAREHOLDERS (INCLUDING IBEX SHAREHOLDERS IN THE
UNITED STATES) SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY
APPLICABLE LEGAL OR REGULATORY REQUIREMENTS. IF YOU ARE IN ANY
DOUBT ABOUT YOUR LEGAL OR OTHER POSITION, YOU SHOULD PROMPTLY
CONSULT YOUR APPROPRIATE ADVISER IN THE RELEVANT JURISDICTION.
Disclosure requirements of the Takeover Code (the "City
Code")
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company; and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company; and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Cautionary note regarding forward-looking statements
This announcement, oral statements made regarding the Offer, and
other information published by India Bidco and IBEX and the
Independent Directors contain statements that are or may be deemed
to be "forward-looking statements". The statements contained in
this announcement are made as at the date of this announcement,
unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication
that there has been no change in the facts set forth in this
announcement since such date. These statements are prospective in
nature and are not based on historical facts, but rather on the
current expectations of the management of India Bidco and/or IBEX
and/or the Independent Directors about future events and are
naturally subject to uncertainty and changes in circumstances which
could cause actual events to differ materially from the future
events expected or implied by the forward-looking statements. The
forward-looking statements contained herein include statements
about the expected effects of the Offer on TRGI and/or India Bidco
and/or IBEX, the expected timing and scope of the Offer, synergies,
other strategic options and all other statements in this
announcement other than historical facts. Forward looking
statements may (but will not always) include, without limitation,
statements typically containing words such as "targets", "plans",
"aims", "intends", "expects", "anticipates", "believes"
"estimates", "will", "may", "budget", "forecasts" and "should" and
words or terms of similar import. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
These forward-looking statements are not guarantees of future
performance and have not been reviewed by the auditors of India
Bidco or IBEX. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the satisfaction of the
Conditions to the Offer, as well as additional factors, such as
changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability,
changes in the regulatory environment, fluctuations in interest and
exchange rates, the outcome of litigation, government actions and
natural phenomena such as floods, earthquakes and hurricanes. Other
unknown or unpredictable factors could cause actual results to
differ materially from those projected or implied in the
forward-looking statements.
Investors should not place undue reliance on any forward-looking
statements and none of TRGI, India Bidco any member of the TRGI
Group, nor IBEX, any member of the IBEX Group, nor the IBEX
Directors or TRGI Directors or India Bidco Directors, nor any of
their respective advisers, associates, directors or officers,
undertakes any obligation to update publicly, expressly disclaim or
revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent
legally required, or provides any representation, assurance or
guarantee that the occurrence of events expressed or implied in any
forward looking statement in this announcement will actually
occur.
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for IBEX for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for IBEX.
Publication of this announcement
A copy of this announcement and the display documents required
to be published pursuant to Rules 26.1 and 26.2 of the City Code
will be available, subject to certain restrictions relating to
persons resident in the United States, Canada, Australia, Japan,
the Republic of South Africa or any other Restricted Jurisdiction,
on www.ibexglobal.com and on www.trgworld.com/IBEXoffer by no later
than 12 noon on the business day following the date of
announcement.
Neither the content of IBEX's nor India Bidco's websites nor the
content of any websites accessible from hyperlinks on such websites
(or any other websites) are incorporated into, or form part of,
this announcement nor, unless previously published by means of a
recognised information service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
A hard copy of this announcement will be sent by IBEX to
Shareholders and persons with information rights (other than such
Shareholders or persons with information rights who have elected to
receive electronic communications) in accordance with the
requirements of Rule 2.11(b)(i) of the City Code.
In accordance with Rule 30.2 of the City Code, a person so
entitled may request a hard copy of this announcement, free of
charge, by contacting Opus Corporate Finance LLP, during business
hours on + 44 (0)20 7025 3600 or by submitting a request in writing
to Opus Corporate Finance LLP, 1 Carey Lane, London EC2V 8AE. A
person so entitled may also request that all future documents,
announcements and information to be sent to them in relation to the
Offer should be in hard copy form.
The Offer is subject to the provisions of the City Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPUNSRRNWAARUA
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