Resource Group Int Ltd (The) IBEX Global Solutions Plc - Offer update (1282Q)

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

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November 25, 2016 02:00 ET (07:00 GMT)