TIDMIBEX
RNS Number : 1282Q
Resource Group Int Ltd (The)
25 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
25 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
Offer declared unconditional in all respects and extension of
the offer
-- Valid acceptances together with IBEX Shares already owned by
TRGI (which count towards the Acceptance Condition) received in
respect of approximately 92.47% per cent. of existing issued share
capital of IBEX Global Solutions Plc as at 1.00 p.m. (London time)
on 24 November 2016
-- Offer declared unconditional in all respects
-- Offer extended and will remain open for acceptance until further notice
Introduction
On 21 October 2016, 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"). The full terms and conditions of the
Offer and the procedures for acceptance were set out in the offer
document (the "Offer Document") posted to IBEX Shareholders on 4
November 2016.
Level of Acceptances and IBEX Shares held by TRGI
India Bidco announces that, as at 1.00 p.m. (London time) on 24
November 2016 valid acceptances had been received in respect of a
total of 8,445,351 IBEX Shares, representing, in aggregate,
approximately 21.37% per cent. of the existing issued share capital
of IBEX, which India Bidco may count towards the satisfaction of
the Acceptance Condition of the Offer.
TRGI had an interest in 28,075,676 IBEX Shares (representing
approximately 71.05 per cent. of the issued share capital of IBEX)
prior to announcement of the Offer on 21 October 2016. In addition,
TRGI has acquired 20,000 IBEX Shares outside of the Offer
(representing approximately 0.05 per cent. of the issued share
capital of IBEX) since that date.
Accordingly, as at 1.00 p.m. (London Time) on 24 November 2016,
TRGI either owned, had acquired or had received valid acceptances
of the Offer in respect of, in aggregate, 36,541,027 IBEX Shares,
representing approximately 92.47% per cent. of the existing issued
share capital of IBEX, held outside treasury, which may be counted
towards satisfaction of the Acceptance Condition.
The percentages of IBEX Shares referred to in this announcement
are based upon the figure of 39,515,318 IBEX Shares in issue
(excluding 39,082 IBEX Shares held in treasury).
Offer unconditional in all respects
Following receipt of the above acceptances, India Bidco is
pleased to announce that the Offer has been declared unconditional
as to acceptances. India Bidco also confirms that all remaining
conditions to the Offer have now either been satisfied or waived.
Accordingly, India Bidco is pleased to announce that the Offer is
declared unconditional in all respects.
Offer extended
India Bidco announces that the Offer is being extended and will
remain open for acceptance until further notice. India Bidco will
give at least 14 days' notice prior to the closing of the
Offer.
IBEX Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible.
Cancellation of IBEX Shares from Trading on AIM
IBEX has previously given notice that it intended to cancel the
admission of IBEX Shares to trading on AIM ("Cancellation") at
least five business days after the Offer becoming unconditional in
all respects. Following the Offer being declared unconditional in
all respects, IBEX will, by way of RNS announcement, give not less
than five business days' prior notice of any proposed Cancellation.
IBEX expect this Cancellation will occur at 7.00 a.m. on 2 December
2016.
Subject to the Cancellation, India Bidco intends to procure that
IBEX will be re-registered as a private company under the relevant
provisions of the Companies Act.
IBEX Shareholders are strongly recommended to accept the Offer
as the subsequent cancellation of the admission of IBEX Shares to
trading on AIM will significantly reduce the liquidity and
marketability of any IBEX Shares in respect of which acceptances of
the Offer are not submitted and, accordingly, it is likely that the
value of any such IBEX Shares would be significantly affected.
Compulsory Acquisition
If India Bidco receives acceptances under the Offer in respect
of, and/or otherwise acquires 90 per cent. or more in value of the
IBEX Shares to which the Offer relates, India Bidco intends to
exercise its rights in accordance with sections 974 to 991 of the
Companies Act to acquire compulsorily the remaining IBEX Shares on
the same terms as the Offer. India Bidco will make an announcement
through a Regulatory Information Service at the appropriate time
confirming that it has received sufficient acceptances to acquire
compulsorily those shares.
Interests in IBEX Shares
As at 24 November 2016 (being the latest practicable date prior
to the date of this announcement), other than 28,095,676 IBEX
Shares held by TRGI representing approximately 71.10 per cent. of
the existing issued share capital of IBEX and 8,445,351 IBEX Shares
representing approximately 21.37% per cent. of the existing issued
share capital of IBEX for which valid acceptances have been
received, neither India Bidco nor any person acting in concert with
India Bidco is interested in or has any rights to subscribe for any
IBEX relevant securities or has any short position under a
derivative or any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery.
Neither India Bidco nor any person acting in concert with India
Bidco has borrowed or lent any IBEX relevant securities (save for
any borrowed shares which have been either on-lent or sold).
Procedure for Acceptance of the Offer
IBEX Shareholders who have not yet accepted the Offer are urged
to do so without delay.
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 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 that an Electronic Acceptance
is made in accordance with the procedure set out in the Offer
Document. If you hold any IBEX Shares as a CREST sponsored member,
you should refer to your CREST sponsor as only your CREST sponsor
will be able to send the necessary instructions to Euroclear.
Settlement
Settlement for those IBEX Shareholders who have validly accepted
the Offer by 1.00 p.m. (London time) on 24 November 2016 will be
effected within 14 calendar days in accordance with the terms of
the Offer.
Settlement for valid acceptances in respect of the Offer
received after 1.00 p.m. (London time) on 24 November 2016 will be
effected promptly after receipt of those acceptances in accordance
with the terms of the Offer, in any event, within 14 days of
receipt of the relevant acceptance.
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 posted to shareholders on 4
November 2016.
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
Finn O'Driscoll
India Bidco Limited/ Tel: + 1 202
The Resource Group 289 9898
International Limited
Mark Ayling
Liberum Capital Tel: + 44
Limited 20 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) contains 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.
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.
Publication of this announcement
A copy of this announcement 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.
In accordance with Rule 30.3 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
OUPBIBMTMBATTIF
(END) Dow Jones Newswires
November 25, 2016 02:00 ET (07:00 GMT)
Ibex Glbl (LSE:IBEX)
Historical Stock Chart
From Nov 2024 to Dec 2024
Ibex Glbl (LSE:IBEX)
Historical Stock Chart
From Dec 2023 to Dec 2024
