Resource Group Int Ltd (The) IBEX Global Solutions Plc - Offer update (5505Q)

TIDMIBEX

RNS Number : 5505Q

Resource Group Int Ltd (The)

30 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

30 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

Notice of closure of offer and launch of compulsory acquisition procedure

On 25 November 2016, The Resource Group International Limited ("TRGI") announced that the Offer for IBEX Global Solutions Plc ("IBEX") had been declared unconditional in all respects and on the same date IBEX announced that it had applied to the London Stock Exchange for the cancellation of trading in IBEX Shares on AIM, to be effective at 7.00 a.m. on 2 December 2016.

TRGI is pleased to announce that, as at 1.00 p.m. (London time) on 29 November 2016, valid acceptances had been received in respect of a total of 11,378,300 IBEX Shares, representing, in aggregate, approximately 99.46 per cent. of the existing issued share capital of IBEX, which India Bidco Limited ("India Bidco") (a company wholly-owned and controlled by TRGI) may count towards the satisfaction of the Acceptance Condition of the Offer.

As valid acceptances have been received for in excess of 90 per cent. of the IBEX Shares to which the Offer relates, India Bidco will now commence the procedures available to it under section 979 of the Companies Act 2006 to compulsorily acquire those IBEX Shares which it does not already own.

Notice will be sent to non-accepting Shareholders informing them of the compulsory acquisition of their shares by India Bidco. India Bidco announces that the Offer will close to acceptances at 5.00 p.m. on 14 December 2016.

Procedure for Acceptance of the Offer

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 than an Electronic Acceptance is made in accordance with the procedure set out in the Offer Document. If you hold your 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. Shareholders who do not accept the Offer will have their IBEX Shares compulsorily acquired but will have to wait for the Companies Act process to conclude before receiving their consideration.

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.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

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November 30, 2016 05:36 ET (10:36 GMT)