Resource Group Int Ltd (The) Offer Document Posted (4390O)

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 [phone] 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

(END) Dow Jones Newswires

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