Resource Group Int Ltd (The) Update on Irrevocable Undertakings (1937O)

TIDMDGS

RNS Number : 1937O

Resource Group Int Ltd (The)

03 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

03 November 2016

Recommended Cash Offer

for

Digital Globe Services, Ltd.

by

The Resource Group International Limited

Update on Irrevocable Undertakings

On 21 October 2016, it was announced that the Boards of The Resource Group International Limited ("TRGI") and Digital Globe Services, Ltd. ("DGS") had reached agreement on the terms of a recommended cash offer to be made by TRGI for the entire issued and to be issued share capital of DGS (the "Offer"). On 2 November 2016, it was announced that TRGI had published and posted to DGS Shareholders the offer document containing the full terms and conditions of the Offer (the "Offer Document").

TRGI is pleased to announce that it has received an irrevocable undertaking from Capita Trustees Limited (the "Trustee"), in its capacity as trustee of the DGS ESOP Trust, in respect of the 2,146,649 DGS Shares that it holds (representing 7.17 per cent. of the issued share capital of DGS).

The 2,146,649 DGS Shares that the Trustee holds are held on trust to be applied in satisfaction of the exercise of options granted under the DGS Share Incentive Schemes. Of these DGS Shares, 1,219,514 DGS Shares are held subject to such options (the "Option Shares") and the balance of 927,135 DGS Shares are unallocated.

It is the intention of TRGI to maintain the DGS Share Incentive Schemes after completion of the Offer. Accordingly, the Trustee has irrevocably undertaken that it will not accept the Offer in respect of all of the DGS Shares that it holds, provided that this undertaking will cease to apply in respect of any Option Shares to the extent that an option is validly exercised over such Option Shares prior to the Offer becoming or being declared wholly unconditional.

The Trustee has also irrevocably undertaken that it will vote in favour of the Delisting Resolution in respect of all of the DGS Shares that it holds, provided that this undertaking will cease to apply in respect of any Options Shares to the extent that an option is validly exercised over such Option Shares prior to the Offer becoming or being declared wholly unconditional and the Trustee seeks directions from the person exercising such option as to the voting of such Option Shares.

This irrevocable undertaking ceases to be binding if the Offer lapses or is withdrawn or in any event on 31 January 2017.

The deed constituting the DGS ESOP Trust provides that the Trustee may only vote on DGS Shareholder resolutions if directed to do so by DGS. In connection with the Offer, DGS has irrevocably undertaken to TRGI that it will not without TRGI's consent direct that the Trustee may vote on the Delisting Resolution. TRGI has consented to DGS directing the Trustee to vote on the Delisting Resolution to the extent permitted by the Trustee's irrevocable undertaking, and DGS has directed the Trustee accordingly.

Consequently, as at the date of this announcement, TRGI has received irrevocable undertakings to:

   -- accept (or procure acceptance of) the Offer in respect of a total of 2,445,500 DGS Shares, representing, in 
      aggregate, approximately 8.19 per cent. of DGS's existing issued share capital; and 
   -- vote (or procure the vote) in favour of the Delisting Resolution in respect of a total of 8,532,985 DGS Shares, 
      representing in aggregate, approximately 28.58 per cent. of DGS's existing issued share capital. 

Jeffrey Cox, the CEO of DGS, and the Trustee, have irrevocable undertaken not to accept the Offer in respect of, in aggregate, 6,018,485 DGS Shares, representing approximately 20.16 per cent. of DGS's existing issued share capital.

As previously announced, TRGI has also received a non-binding letter of intent from AXA Investment Managers UK Limited in its capacity as discretionary investment manager ("AXA IM") which confirms that AXA IM's intention, which may change, is to accept the Offer and vote in favour of the Delisting Resolution in respect of the 490,000 DGS Shares in which it is interested, representing approximately 1.64 per cent. of the existing issued share capital of DGS.

The Delisting Resolution requires the consent of not less than 75 per cent. of votes cast by DGS Shareholders at the Special General Meeting convened to be held on 18 November 2016, either in person or by proxy. As TRGI itself holds 13,858,971 DGS Shares, TRGI will either itself vote, or has received irrevocable undertakings to vote (or procure the vote of), 22,391,956 DGS Shares, representing approximately 75.00 per cent. of the existing issued share capital of DGS, in favour of the Delisting Resolution.

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 all of the irrevocable undertakings and the letter of intent from AXA-IM are available for inspection on TRGI's website, at www.trgworld.com/DGSoffer, and DGS's website at www.dgsworld.com until the end of the Offer Period.

Enquiries:

 
 Digital Globe Services,     Tel: +1 253 
  Ltd.                        750 4772 
 
  Andrew Lear 
 Opus Corporate Finance      Tel: + 44 
  LLP                         20 7025 3600 
  (Financial Adviser 
  to TRGI) 
 
  Malcolm Strang 
 The Resource Group          Tel: +1 202 
  International Limited       289 9898 
 
  Mark Ayling 
 Panmure Gordon (UK)         Tel:+ 44 20 
  Limited                     7886 2500 
  (Independent Financial 
  Adviser, Nominated 
  Adviser and broker 
  to DGS) 
 
  Karri Vuori 
  Andrew Godber 
  James Greenwood 
  William Wickham 
 Alma PR                     Tel: +44 7780 
  Josh Royston                901 979 
  Hilary Buchanan 
 

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 DGS 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 TRGI.

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 TRGI is despatching today to DGS Shareholders, persons with information rights and, for information only, to participants in the DGS Share Incentive Schemes.

Opus Corporate Finance LLP, which is regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TRGI and no one else in connection with the Offer and will not be responsible to anyone other than TRGI for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein.

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for DGS and the Independent Directors and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than DGS for providing the protections afforded to clients of Panmure Gordon (UK) 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 or Japan, 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 or Japan.

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 or Japan 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 jurisdiction.

This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the rules of the London Stock Exchange 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.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of DGS and certain plans and objectives of the boards of directors of DGS and of TRGI. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of DGS and of TRGI in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. DGS and TRGI assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

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 out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of DGS except where expressly stated.

Publication of this Announcement

A copy of this Announcement and the irrevocable undertaking given by the Trustee will be available, subject to certain restrictions relating to persons resident in the United States, Canada, Australia and Japan, on www.dgsworld.com and on www.trgworld.com/DGSoffer by no later than 12 noon on Business Day after date of this Announcement.

Neither the content of DGS's nor TRGI'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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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November 03, 2016 03:00 ET (07:00 GMT)