TIDMIBEX
RNS Number : 1189N
Resource Group Int Ltd (The)
21 October 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
21 October 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
Summary
-- The Independent Directors of IBEX and India Bidco are pleased
to announce that they have reached agreement on the terms of a
recommended cash offer by India Bidco, a company wholly-owned and
controlled by the Company's largest Shareholder, The Resource Group
International Limited, pursuant to which India Bidco will offer to
acquire the entire issued and to be issued share capital of IBEX
not already owned by India Bidco or persons acting in concert with
it.
-- Under the terms of the Offer, Shareholders will be offered:
for each IBEX Share: 112 pence in cash
-- The Offer values the existing issued share capital of IBEX at
approximately GBP44.3 million, and represents a premium of:
o approximately 30 per cent. to the Closing Price of 86 pence
per IBEX Share on 20 October 2016, being the last Business Day
prior to the date of this Announcement; and
o 18 per cent. to the average Closing Price of 95 pence per IBEX
Share over the six month period to 20 October 2016, being the last
Business Day prior to the date of this Announcement.
-- The Independent Directors (being Joel Wyler, Gerard
Kleisterlee and Bob Dechant), who have been so advised by Liberum,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Directors, Liberum has taken
into account the commercial assessments of the Independent
Directors. Liberum is providing independent financial advice to the
Independent Directors for the purpose of Rule 3 of the City
Code.
-- Accordingly, the Independent Directors intend to recommend
unanimously that Shareholders accept the Offer.
-- TRGI Group currently owns 28,075,676 IBEX Shares representing
70.98 per cent. of the issued share capital of IBEX (which IBEX
Shares will not be subject to the Offer).
-- The Offer will be conditional upon, amongst other things,
India Bidco receiving valid acceptances (which have not been
withdrawn) in respect of, and/or having otherwise acquired IBEX
Shares which, together with IBEX Shares in which the TRGI Group is
already interested, carry more than 75 per cent. (or such lower
percentage as India Bidco may, subject to the City Code, decide) of
the voting rights then normally exercisable at general meetings of
IBEX.
-- Following the Offer becoming or being declared unconditional
in all respects, India Bidco intends to seek to cancel the
admission of the IBEX Shares to trading on AIM as soon as possible
thereafter. The Delisting will significantly reduce the liquidity
and marketability of IBEX Shares.
-- Should India Bidco receive acceptances of 90 per cent. or
more of the IBEX Shares to which the Offer relates and the voting
rights attaching to those shares, it intends to invoke its rights
to acquire compulsorily the remainder of the IBEX Shares and, thus,
acquire 100 per cent. ownership of IBEX and its entire issued share
capital.
The Offer will be subject to the Conditions and certain further
terms of the Offer set out in Appendix I to this Announcement and
to be set out in the Offer Document and the Form of Acceptance.
Appendix II sets out the source and bases of certain financial and
other information contained in this Announcement. Appendix III
contains the definitions of certain terms used in this
Announcement.
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including its
Appendices).
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 20
Limited 3100 2000
(Nominated Adviser,
Joint Broker and
Rule 3 Adviser to
India)
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 Shareholders holding IBEX 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 save for the declaration by the IBEX
Board of a final dividend referred to in paragraph 7, which is the
responsibility of the IBEX Board.
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 intends to despatch shortly to
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 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 authorised and 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. Opus Corporate Finance LLP has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name and the advice it has
given to TRGI and India Bidco in the form and context in which they
appear.
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 will not be responsible to anyone other than IBEX 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 has given, and not withdrawn, its consent
to the inclusion in this Announcement of the references to its name
and the advice it has given to IBEX in the form and context in
which they appear.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF IBEX SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
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.
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 City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. 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 per cent. 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Purchases outside the Offer
India Bidco or its nominees or brokers (acting as agents) may
purchase IBEX Shares otherwise than under the Offer, such as in the
open market or through privately negotiated purchases. Such
purchases shall comply with the City Code and the rules of the
London Stock Exchange.
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 Jurisdictions,
on www.ibexglobal.com and on www.trgworld.com/IBEXoffer by no later
than 12 noon on the Business Day after 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 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 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.
The Market Abuse Regulations
The Market Abuse Regulations (MAR) became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the Offer with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to IBEX and its securities.
This Announcement contains inside information. The person
responsible for arranging release of this Announcement on
behalf of India Bidco Limited/The Resource Group International
Limited is Mark Ayling.
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
21 October 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
1. Introduction
The Independent Directors of IBEX and India Bidco are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer to be made by India Bidco (a company
wholly-owned and controlled by the Company's largest Shareholder,
The Resource Group International Limited) to acquire the entire
issued and to be issued ordinary share capital of IBEX not already
owned by India Bidco or persons acting in concert with it.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Offer Document and, in
respect of IBEX Shares in certificated form, the Form of
Acceptance, Shareholders shall be entitled to receive:
for each IBEX Share: 112 pence in cash
The Offer values the existing issued share capital of IBEX at
approximately GBP44.3 million, and represents a premium of:
-- approximately 30 per cent. to the Closing Price of 86 pence
per IBEX Share on 20 October 2016, being the last Business Day
prior to the date of this Announcement; and
-- 18 per cent. to the average Closing Price of 95 pence per
IBEX Share over the six month period to 20 October 2016, being the
last Business Day prior to the date of this Announcement.
The Offer will extend to all IBEX Shares unconditionally
allotted or issued and fully paid on the date of the Offer and any
IBEX Shares which are unconditionally allotted or issued and fully
paid (including pursuant to the exercise of options under the IBEX
Share Incentive Schemes) whilst the Offer remains open for
acceptance or by such earlier date as India Bidco may, subject to
the City Code, decide, not being earlier than the date on which the
Offer becomes unconditional as to acceptances.
IBEX Shares acquired pursuant to the Offer will be acquired
fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights
attaching thereto as at and from the date of acquisition, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date that the Offer becomes or is declared
unconditional in all respects.
A condition of India Bidco announcing a firm intention to make
the Offer was that Shareholders in receipt of the Offer Price
(either by way of accepting the Offer or having their Shares
compulsorily acquired by India Bidco pursuant to sections 974 to
991 of the 2006 Act) should not also receive any future dividends.
The IBEX Board has therefore declared a final dividend and set out
a final dividend timetable as set out in paragraph 7 below.
3. Recommendation
The Independent Directors, who have been so advised by Liberum,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Independent Directors, Liberum has taken
into account the commercial assessments of the Independent
Directors. Liberum is providing independent financial advice to the
Independent Directors for the purpose of Rule 3 of the City
Code.
Accordingly, the Independent Directors intend to recommend
unanimously that Shareholders accept the Offer.
The Relationship Deed entered into between IBEX, TRGI, Liberum
and Cenkos in connection with the original admission of the IBEX
Shares to trading on AIM prevents India Bidco from acquiring an
interest in IBEX Shares where such interest would mean that the
aggregate interest of TRGI and its affiliates exceeds 75 per cent.
of the issued share capital of IBEX. Accordingly, each of IBEX,
India Bidco, TRGI, Liberum and Cenkos has entered into a deed of
amendment in respect of the Relationship Deed which provides that
India Bidco and the TRGI Group may acquire IBEX Shares in excess of
such limit in connection with the Offer, including (subject to the
City Code and the rules of the London Stock Exchange) by way of
market or private purchases. The Relationship Deed terminates
automatically on Delisting.
4. Information on India Bidco and TRGI
TRGI, which wholly-owns and controls India Bidco, is an
investment holding company specialising in enterprise services,
business process outsourcing and technology businesses. TRGI is
incorporated in Bermuda and has a registered office in Hamilton,
Bermuda.
The TRGI executive team has longstanding experience in assisting
business process outsourcing companies such as IBEX in creating
sustainable value over the longer term and TRGI believes it is well
placed to assist IBEX as it continues to develop and execute its
longer-term strategy.
TRGI's portfolio currently includes multiple companies around
the globe, including IBEX, across the business process outsourcing
sector. TRGI currently has an interest in 28,075,676 IBEX Shares,
representing 70.98 per cent. of the issued share capital of IBEX
(which IBEX Shares will not be subject to the Offer).
India Bidco is a wholly-owned subsidiary of TRGI, incorporated
for the purposes of making the Offer.
Opus is acting as financial adviser to TRGI and India Bidco.
5. Information on IBEX
IBEX is a provider of contact centre services and other business
process outsourcing solutions to enterprise customers. With its
management team headquartered in Washington, DC, IBEX delivers
onshore, near shore and offshore solutions in seven countries,
across 20 call centres employing over 15,000 employees.
IBEX provides call centre and back office solutions to
enterprise clients. Some of these services include inbound
technical support, inbound customer care, inbound sales, inbound
customer retention and outbound customer acquisition.
In the financial year ended 30 June 2016, IBEX achieved turnover
of US$255.5m and profit before tax of US$7.1m.
Further information relating to IBEX will be contained in the
Offer Document.
6. Current trading and prospects of IBEX
On 28 September 2016, the Company released its annual results
for the financial year ended 30 June 2016, a copy of which can be
found at www.ibexglobal.com. There has been no material change in
the financial or operating condition of the Company since the
release of the Company's annual results.
7. Dividends
In its annual results announcement, the IBEX Board announced its
intention to pay a final dividend of 6.6 cents per IBEX Share,
representing a total dividend for the year of 11.7 cents per IBEX
Share and that the final dividend was to be declared ahead of the
2016 Annual General Meeting, and expected to be paid before the end
of the calendar year, in line with previous periods. The IBEX Board
hereby declares a final dividend of 6.6 cents per IBEX Share to be
paid on 1 March 2017 to those IBEX Shareholders whose names appear
on the register of members on 28 February 2017, subject to the
approval of IBEX Shareholders at IBEX's forthcoming Annual General
Meeting of IBEX (notice of which is expected to be sent to IBEX
Shareholders shortly). IBEX Shareholders who accept the Offer (or
whose IBEX Shares are otherwise compulsorily acquired by India
Bidco pursuant to sections 974 to 991 of the 2006 Act) will,
subject to the Offer becoming or being declared wholly
unconditional, cease to be on the register of members on such
record date and they will therefore not be entitled to receive the
6.6 cent final dividend now being declared by the IBEX Board.
TRGI has given IBEX an irrevocable undertaking to vote in favour
of the resolution to approve the dividend at the forthcoming Annual
General Meeting of IBEX.
8. Background to and reasons for the Offer
Since its IPO, IBEX has grown turnover, adjusted EBITDA, site
numbers and employees strongly. However, the strength of the
Company's growth has often led to extra demands for capital
expenditure which has negatively impacted net income and net debt
levels.
Since its admission to trading on AIM, the Company has had at
least two profit warnings and negative trading updates, resulting
in the price of IBEX Shares falling from 147 pence per IBEX Share
at admission to a Closing Price of 86 pence per IBEX Share on 20
October 2016, being the Business Day immediately prior to the date
of this Announcement.
It is the view of TRGI that as IBEX has not delivered on market
expectations over the period since its admission to trading on AIM,
the market has lost confidence in the ability of IBEX to deliver
forecast numbers. TRGI considers that it is likely to take a long
period of time, with the need for a substantial improvement in the
financial results and positive trading updates, to rebuild the
market's confidence in IBEX and for IBEX's share price to recover
significantly.
TRGI sees clear potential in IBEX and believes in the strategy
being employed by management to grow the business. As the Company
remains in its growth phase, TRGI believes that the Company will
continue to require additional capital expenditure, provided on a
flexible basis, which if the Company remains on AIM will continue
to depress the Company's share price. Accordingly, TRGI believes
that IBEX's ability to achieve its future growth potential, both
organic and inorganic, will be enhanced under its ownership and
away from the public arena. TRGI believes that it will be an
excellent partner for IBEX during the next phase of its
development.
In addition, TRGI believes that the Offer presents an
opportunity for Shareholders to realise a significant premium to
the Closing Price per IBEX Share of 86 pence on 20 October 2016,
being the Business Day immediately prior to the date of this
Announcement. Given the concentration of shareholdings amongst a
small number of Shareholders and the relative lack of liquidity in
IBEX Shares, TRGI believes that the Offer presents an opportunity
for Shareholders to crystallize cash value for their shareholdings
which is not likely to be achieved in the short to medium term if
IBEX were to remain independent and quoted on AIM.
TRGI believes that having an AIM quotation is of little benefit
to IBEX and that it imposes significant financial and
administrative costs, and constraints, on IBEX. Accordingly, it is
making the Offer in order to give Shareholders the opportunity to
realise a fair value for their IBEX Shares in cash.
9. Background to and reasons for the Recommendation
IBEX, which was originally a wholly-owned subsidiary of TRGI,
was admitted to trading on AIM in June 2013. The purpose of the
admission to AIM was to raise approximately GBP14.6m to provide
liquidity for TRGI, pay down debt, fund the future growth of the
business and provide incentives for existing and future staff. TRGI
maintained an interest of approximately 75 per cent. of IBEX
immediately after admission to trading on AIM.
Since its admission to trading on AIM, IBEX has grown its
revenues from $184m for the financial year ending 30 June 2014 to
US$255.5m for the financial year ending 30 June 2016, whilst over
the same period adjusted earnings before interest, depreciation,
tax and amortisation has grown from US$9.1m to US$17.9m. However,
this growth has required higher levels of capital expenditure than
anticipated at admission to AIM, which has led to a negative impact
on earnings and net debt levels. The Company's trading performance
has also fallen short of market expectations on a number of
occasions over the period and the concentration of shareholders on
the register has increased such that the free float of the
Company's shares currently stands at approximately 12 per cent.
The consequence of this is that the market for trading in the
IBEX Shares is extremely illiquid and the Company's share price is
at a significant discount to that which the Independent Directors
believe represents a fair valuation of IBEX. It is the Independent
Directors' belief that it will take a considerable amount of time
for market confidence to be restored such that Shareholders can
benefit from market liquidity and an increase in the Company's
share price to at or above the Offer Price.
TRGI approached the Company on 30 August 2016 with an indicative
offer for IBEX Shares which was initially rejected. However the
Independent Directors have since negotiated an Offer Price which
represents a cash exit for Shareholders at a reasonable premium and
a revised indicative offer of 112 pence per IBEX Share was
presented by TRGI on 7 October 2016.
In reviewing the Offer, the Independent Directors have taken
into account that the terms of the Offer represent a premium, in
cash, equivalent to 31 per cent. to the Closing Price per IBEX
Share on 29 August 2016 being the last Business Day prior to the
TRGI approach to IBEX. The Independent Directors considered this
premium against the fact that TRGI already owns approximately 71
per cent. of IBEX's existing share capital and, hence, has
effective control. Whilst the Independent Directors acknowledge
that TRGI chose to approach the Company to explore a liquidity
option for Shareholders who do not wish to continue their ownership
in a private company, they are also mindful that TRGI's effective
control could likely bring about a cancellation of the Company's
admission to trading on AIM without making an offer to minority
shareholders if they wished to do so.
After due consideration, the Independent Directors have
therefore concluded that the Offer to IBEX Shareholders, in the
circumstances, offers an acceptable value and an opportunity to
crystalize a premium to the current market price in cash.
Accordingly, the Independent Directors intend to recommend
unanimously that Shareholders accept the Offer.
The Independent Directors are those of the IBEX Directors who
are independent of TRGI, being all of the IBEX Directors other than
Zia Chishti, who is the Chief Executive Officer and Chairman of
TRGI, Mohammed Khaishgi, who is the Chief Operating Officer of
TRGI, Karl Gabel, who is a TRGI shareholder and who has held
finance roles within several TRGI owned entities over several
years, and John Leone, who is the Managing Director of PineBridge
Investments, an investor in TRGI.
10. Cancellation of admission to AIM and compulsory acquisition
of IBEX Shares held by minority Shareholders
Following the Offer becoming or being declared unconditional in
all respects, India Bidco intends to seek to cancel the admission
of IBEX Shares to trading on AIM as soon as possible
thereafter.
Shareholders should note that the TRGI Group is interested in
28,075,676 IBEX Shares representing 70.98 per cent. of the issued
share capital of IBEX.
In accordance with AIM Rule 41, IBEX hereby gives notice of the
intended Delisting which, subject to the Offer becoming or being
declared unconditional in all respects and subject to India Bidco
receiving valid acceptances under the Offer in respect of, and/or
having otherwise acquired, such number of IBEX Shares as would,
together with the IBEX Shares in which the TRGI Group is already
interested, result in the TRGI Group being interested in more than
75 per cent. of the issued share capital of IBEX, will take place
at least five Business Days after the Offer becomes or is declared
unconditional in all respects and no earlier than 7:00 a.m. on 18
November 2016. IBEX will provide further details of the Delisting
timetable in due course although, for the avoidance of doubt, if
the Conditions of the Offer are not met or waived Delisting will
not take place.
The Delisting will significantly reduce the liquidity and
marketability of IBEX Shares. It is also intended that, following
the Offer becoming or being declared unconditional in all respects
and, assuming the Delisting occurs, IBEX will be re-registered as a
private company under the relevant provisions of the 2006 Act.
If India Bidco receives acceptances under the Offer in respect
of, and/or otherwise acquires after the Offer is made 90 per cent.
or more in value of the IBEX Shares to which the Offer relates and
assuming that all of the other Conditions have been satisfied or
waived (if capable of being waived), India Bidco intends to
exercise its rights in accordance with sections 974 to 991 of the
2006 Act to acquire compulsorily the remaining IBEX Shares on the
same terms as the Offer.
If the Offer becomes or is declared wholly unconditional and
Delisting occurs, and if India Bidco does not receive sufficient
acceptances under the Offer to entitle it compulsorily to acquire
the remaining IBEX Shares, Shareholders who have not validly
accepted the Offer will be shareholders in an unlisted company with
no ready or liquid market for their IBEX Shares and no right for
their IBEX Shares to be compulsorily acquired by India Bidco.
11. Conditions to the Offer
The Offer will be conditional upon:
-- India Bidco receiving valid acceptances in respect of IBEX
Shares which, together with the IBEX Shares held, acquired or
agreed to be acquired before such time(s), will result in India
Bidco, the TRGI Group and any person acting in concert with them
holding IBEX Shares carrying more than 75 per cent. (or such lower
percentage as TRGI may, subject to the City Code decide) of the
voting rights then normally exercisable at general meetings of
IBEX; and
-- fulfilment of the other Conditions listed in Appendix I to
this Announcement and to be listed in the Offer Document.
The detailed Conditions (and the extent to which any of these
are capable of being waived at the sole discretion of India Bidco)
are set out in Appendix I and will be set out in full in the Offer
Document.
12. Financing the Offer
The consideration payable under the Offer will be funded
entirely by India Bidco from its existing cash resources, with no
requirement for any funding from third party providers of finance.
This assumes that none of the options granted under the IBEX Share
Incentive Schemes is exercised on the basis that the exercise
prices of all such options is above the Offer Price.
Opus, financial adviser to India Bidco, is satisfied that
sufficient resources are available to satisfy in full the cash
consideration payable to Shareholders under the terms of the
Offer.
13. Structure of the Offer
It is intended that the Offer will be implemented by means of a
takeover offer under section 974 of the 2006 Act and the City
Code.
India Bidco reserves the right, subject to the consent of the
Panel, to effect the Offer by way of a scheme of arrangement under
Part 26 of the 2006 Act. Any such scheme of arrangement would be
implemented on the same terms (subject to appropriate amendment) as
the Offer. References to the Offer and the Offer Document in this
Announcement shall include, where applicable, any such scheme of
arrangement.
The Offer does not extend to the 39,082 IBEX Shares held in
treasury, save to the extent that such IBEX Shares are transferred
out of treasury.
14. Management, Employees and Strategy
India Bidco holds in very high regard the achievements and
expertise of IBEX's management and employees. Accordingly, the
India Bidco Board has given assurances to the Independent Directors
that, upon the Offer becoming or being declared unconditional in
all respects, the existing employment and pension rights of all
IBEX employees will continue to be safeguarded and their accrued
rights to benefits protected. India Bidco confirms that its plans
do not involve any material change to the conditions of employment
of IBEX's employees, nor are there any current plans to change the
principal locations of IBEX's business or redeploy the fixed assets
of IBEX. India Bidco and TRGI intend to support the business of the
IBEX Group in continuing to develop, execute and, if possible,
accelerate management's existing short-term and longer-term growth
strategies.
India Bidco holds in very high regard the experience, expertise
and guidance of the IBEX Board. Accordingly, upon the Offer
becoming or being declared unconditional in all respects, India
Bidco intends to retain the IBEX Board (including the Independent
Directors) subject to their existing terms of engagement.
TRGI intends to support the business of the IBEX Group in
continuing to develop, execute and, if possible, accelerate the
IBEX management's existing short-term and longer-term growth
strategies, and may also consider and execute alternative growth
strategies that are generated or otherwise arise such as
acquisitions, financings, and joint ventures.
15. IBEX Share Option Schemes
The Offer extends to any IBEX Shares which are unconditionally
allotted or issued whilst the Offer remains open for acceptance (or
by such earlier time(s) and/or date(s) as India Bidco may, subject
to the City Code and/or with the consent of the Panel, determine)
as a result of the exercise of options or other awards granted
under the IBEX Share Incentive Schemes.
All of the options granted under the IBEX Share Incentive
Schemes have an exercise price above the Offer Price. Accordingly,
the Panel has consented to TRGI not making an offer equivalent to
the Offer to the holders of such options.
Participants in the IBEX Share Incentive Schemes will receive
further details on the effect of the Offer on their outstanding
options in the separate letters which will be despatched to them by
IBEX in due course.
India Bidco is not proposing any new incentive arrangements, or
any amendments to any existing incentive arrangements, in respect
of any members of the IBEX Group's management.
16. Disclosure of interests in relevant securities
As at the close of business on 20 October 2016, being the latest
practicable date before this Announcement, India Bidco and parties
acting in concert with India Bidco had the following interests in
IBEX Shares:
Name Nature of IBEX Shares Percentage
Interest of issued
IBEX Shares
Owner of IBEX
TRGI Shares 28,075,676 70.98%
Save for the IBEX Shares referred to in the table above, neither
India Bidco, TRGI, nor any of India Bidco's or TRGI's directors,
nor any member of the TRGI Group, nor so far as they are aware, any
person acting in concert with India Bidco, owns or controls or has
any interests in securities in any IBEX Shares (including pursuant
to any long exposure, whether conditional or absolute, to changes
in the prices of securities) or any rights to subscribe for or
purchase or any option to acquire or any obligation to take
delivery of, any IBEX Shares or has entered into any derivatives
referenced to IBEX Shares or which result in that person holding a
long position in securities related to IBEX Shares ("Relevant IBEX
Securities") which remain outstanding, nor does any such person
hold any short positions in relation to Relevant IBEX Securities
(whether conditional or absolute and whether in the money or
otherwise) including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase Relevant IBEX Securities. Neither India
Bidco nor, so far as it is aware, any person acting in concert with
India Bidco, is a party in relation to any arrangement in respect
of any Relevant IBEX Securities. For these purposes an
"arrangement" includes any indemnity or option arrangement and any
agreement or understanding, formal or informal, of whatever nature,
relating to Relevant IBEX Securities which may be an inducement to
deal or refrain from dealing in such securities. Neither India
Bidco nor, so far as it is aware, any person acting in concert with
India Bidco, has borrowed or lent any Relevant IBEX Securities.
India Bidco confirms that it will make an Opening Position
Disclosure, setting out the details required to be disclosed by it
under Rule 8.1(a) of the City Code, within 10 days of the date of
this Announcement.
17. Expected timetable for posting of the Offer Document
The Offer Document, containing further information about the
Offer and the terms and conditions of the Offer, together with a
Form of Acceptance will, unless otherwise permitted by the Panel,
be published within 28 days of this Announcement (or such later
date as the Panel may agree) and will be made available on IBEX's
website at www.ibexglobal.com and TRGI's website at
www.trgworld.com/IBEXoffer.
18. Offer related arrangements
On 13 October 2016 TRGI and IBEX entered into a confidentiality
agreement pursuant to which TRGI agreed to keep confidential
certain information disclosed by IBEX to TRGI in connection with
the proposed Offer.
On 20 October 2016 TRGI, India Bidco, IBEX, Liberum and Cenkos
entered into a deed of amendment in respect of the Relationship
Deed, the terms of which are summarised in paragraph 3 above.
19. Documents on display
Copies of the following documents will be available, by no later
than 12 noon on the Business Day following the date of this
Announcement, on IBEX's website at www.ibexglobal.com and TRGI's
website at www.trgworld.com/IBEXoffer:
-- a copy of this Announcement;
-- TRGI's irrevocable undertaking to vote referred to in paragraph 7 above;
-- the confidentiality agreement refered to in paragraph 18 above; and
-- the deed of amendment of the Relationship Deed refered to in paragraph 3 above.
20. General
The Offer will comply with the applicable rules and regulations
of the City Code, the AIM Rules and the requirements of the Panel
and the London Stock Exchange.
There are no agreements or arrangements to which India Bidco is
a party which relate to the circumstances in which it may or may
not invoke or seek to invoke a Condition.
The Offer will be subject to the Conditions and certain further
terms of the Offer set out in Appendix I to this Announcement and
to be set out in the Offer Document and Form of Acceptance.
Appendix II sets out the source and bases of certain financial and
other information contained in this Announcement. Appendix III
contains the definitions of certain terms used in this
Announcement.
If the Offer lapses then not only will the Offer cease to be
capable of further acceptance but also Shareholders and India Bidco
will thereafter cease to be bound by prior acceptances of the
Offer.
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
India)
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 Shareholders holding IBEX 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 save for the declaration by the IBEX
Board of a final dividend referred to in paragraph 7, which is the
responsibility of the IBEX Board.
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 intends to despatch shortly to
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 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 authorised and 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. Opus Corporate Finance LLP has
given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name and the advice it has
given to TRGI and India Bidco in the form and context in which they
appear.
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 will not be responsible to anyone other than IBEX 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 has given, and not withdrawn, its consent
to the inclusion in this Announcement of the references to its name
and the advice it has given to IBEX in the form and context in
which they appear.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO
SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES
OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION,
NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY
MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF IBEX SHARES HELD IN
CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE
ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN
DESPATCHED.
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 India Bidco Directors or TRGI 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.
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 City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. 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 per cent 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the City Code, IBEX confirms it
has 39,515,318 ordinary shares of 1 penny each in issue (excluding
39,082 IBEX Shares held in treasury) and admitted to trading on the
AIM market of the London Stock Exchange. The International
Securities Identification Number for the IBEX Shares is
GB00BBCRF441.
Purchases outside the Offer
India Bidco or its nominees or brokers (acting as agents) may
purchase IBEX Shares otherwise than under the Offer, such as in the
open market or through privately negotiated purchases. Such
purchases shall comply with the City Code and the rules of the
London Stock Exchange.
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 Jurisdictions,
on www.ibexglobal.com and on www.trgworld.com/IBEXoffer by no later
than 12 noon on the Business Day after date of Announcement.
Neither the content of IBEX'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.
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 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.
The Market Abuse Regulations
The Market Abuse Regulations (MAR) became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the Offer with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to IBEX and its securities.
This Announcement contains inside information. The person
responsible for arranging release of this Announcement on behalf of
India Bidco Limited/The Resource Group International Limited is
Mark Ayling.
Appendix I
Conditions and Certain Further Terms of the Offer
PART 1: CONDITIONS OF THE OFFER
The Offer will be conditional upon:
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by not later than 1.00 p.m. (London
time) on the First Closing Date of the Offer (or such later time(s)
and/or date(s) as India Bidco may, subject to the rules of the City
Code or with the consent of the Panel, decide) in respect of such
number of IBEX Shares which, together with the IBEX Shares held,
acquired, or agreed to be acquired before such time (whether
pursuant to the Offer or otherwise), will result in India Bidco,
the TRGI Group and any person acting in concert with them holding
IBEX Shares carrying, in aggregate, more than 75 per cent. of the
voting rights then normally exercisable at a general meeting of
IBEX (or such lesser percentage as India Bidco may decide, but not
less than 50 per cent.), including for this purpose (except to the
extent otherwise agreed by the Panel) any such voting rights
attaching to IBEX Shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
For the purposes of this Condition:
(i) IBEX Shares which have been unconditionally allotted but not
issued before the Offer becomes, or is declared, unconditional as
to acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they will carry upon issue;
(ii) IBEX Shares (if any) that cease to be held in treasury
before the Offer becomes or is declared unconditional as to
acceptances are IBEX Shares to which the Offer relates; and
(iii) valid acceptances shall be deemed to have been received in
respect of any IBEX Shares that India Bidco shall have acquired, or
unconditionally contracted to acquire, pursuant to section 979(8)
of the 2006 Act;
(b) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body,
authority, court, trade agency, association or institution or
professional or environmental body in any jurisdiction in which the
IBEX Group carries on business (each a "Third Party") having
instituted, implemented or threatened or having announced its
intention to institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or reference or having
required any action to be taken or information to be provided or
otherwise having done anything or having made, proposed or enacted
any statute, regulation, order or decision or having done anything
which would or might reasonably be expected to:
(i) make the Offer or its implementation, or the acquisition or
the proposed acquisition by India Bidco of any shares or other
securities in, or control of, IBEX or any of its subsidiaries or
subsidiary undertakings void, illegal or unenforceable under the
laws of any jurisdiction, or otherwise directly or indirectly
materially restrain, prohibit, restrict, prevent or delay the same
to a material extent or impose additional materially adverse
conditions or financial or other obligations with respect thereto,
or otherwise materially challenge or interfere therewith;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the IBEX Group of all or any material portion of
their respective businesses, assets or property, or (to an extent
which is material in the context of the Offer or the IBEX Group
taken as a whole) impose any limit on the ability of any of them to
conduct their respective businesses (or any of them) or to own or
control any of their respective assets or properties or any part
thereof;
(iii) impose any material limitation on, or result in any
material delay in, the ability of TRGI or any member of the TRGI
Group to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of IBEX Shares or any
shares, loans or securities convertible into IBEX Shares or to
exercise voting or management control over any member of the IBEX
Group in any such case which is material in the context of the IBEX
Group taken as a whole;
(iv) save pursuant to the Offer or sections 974 to 991 of the
2006 Act, require any member of the TRGI Group and/or any member of
the IBEX Group to acquire or offer to acquire or repay any shares
or other securities in and/or indebtedness of any member of the
IBEX Group owned by or owed to any Third Party in circumstances
which would impose on India Bidco or any member of the IBEX Group a
liability which is material in the context of the IBEX Group taken
as a whole;
(v) result in a material delay in the ability of India Bidco, or
render it unable, to acquire some or all of the IBEX Shares to
which the Offer relates;
(vi) require a divestiture by India Bidco or any member of the
TRGI Group of any shares or other securities (or the equivalent) in
IBEX to an extent in any such case which is material to India Bidco
in the context of the Offer;
(vii) result in any member of the TRGI Group or the IBEX Group
ceasing to be able to carry on business under any name which it
presently does so to an extent which is material in the context of
the TRGI Group taken as a whole or, as the case may be, the IBEX
Group taken as a whole; or
(viii) otherwise adversely affect any or all of the businesses,
assets or profits or financial or trading position of any member of
the IBEX Group or TRGI Group to an extent which is material in the
context of the Offer or the IBEX Group taken as a whole,
and all applicable waiting and other time periods during which
any Third Party could institute, implement or threaten any such
action, proceedings, suit, investigation, enquiry or reference
under the laws of any jurisdiction in which IBEX carries on
business, having expired, lapsed or been terminated;
(c) all necessary filings and applications having been made and
all necessary waiting and other time periods (including any
extensions thereof) under any applicable legislation or regulations
of any jurisdiction in which the IBEX Group carries on business
having expired, lapsed or been terminated and all statutory or
regulatory obligations in any jurisdiction in which the IBEX Group
carries on business having been complied with in each case as may
be necessary in connection with the Offer and its implementation or
the acquisition or proposed acquisition by India Bidco of any
shares or other securities in, or control of, IBEX or any member of
the IBEX Group, and all authorisations, orders, recognitions,
grants, consents, clearances, confirmations, licences,
certificates, permissions and approvals ("Authorisations") which
are material and necessary or appropriate for, or in respect of,
the Offer or the acquisition or proposed acquisition by India Bidco
of any shares or other securities in, or control of, IBEX or any
member of the IBEX Group or the carrying on by any member of the
IBEX Group of its business or in relation to the affairs of any
member of the IBEX Group having been obtained in terms and in a
form reasonably satisfactory to India Bidco from all appropriate
Third Parties or persons with whom any member of the IBEX Group has
entered into material contractual arrangements and all such
Authorisations remaining in full force and effect and all filings
necessary for such purpose having been made and there being no
notice or written intimation of any intention to revoke, suspend,
restrict or amend or not renew the same at the time at which the
Offer becomes or is declared wholly unconditional and there being
no indication that the renewal costs of any Authorisation might be
materially higher than the renewal costs for the current
Authorisation in each case where the absence of such Authorisation
would have a material adverse effect on the IBEX Group taken as a
whole;
(d) except as publicly announced by IBEX prior to 20 October
2016 through a Regulatory Information Service (a "RIS") or
disclosed in writing to India Bidco or its advisers prior to 20
October 2016 or as disclosed in the annual report and accounts of
IBEX for the year ended 30 June 2015, there being no provision of
any arrangement, agreement, licence or other instrument to which
any member of the IBEX Group is a party or by or to which any such
member or any of its respective assets is or are or may be bound,
entitled or subject or any circumstance which, in consequence of
the making or implementation of the Offer or the proposed
acquisition of any shares or other securities in, or control of,
IBEX by India Bidco, or because of a change in the control or
management of IBEX or otherwise, could reasonably be expected to
result in (to an extent which is material in the context of the
IBEX Group taken as a whole):
(i) any indebtedness or liabilities actual or contingent of, or
any grant available to, any member of the IBEX Group being or
becoming repayable or capable of being declared repayable
immediately or prior to its stated maturity or the ability of any
such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or capable of being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property, assets or interests of any member of the IBEX
Group or any such security (whenever created, arising or having
arisen) being enforced or becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument or
the rights, liabilities, obligations, or interests of any member of
the IBEX Group under any such arrangement, agreement, licence or
instrument (or any arrangement, agreement, licence or instrument
relating to any such right, liability, obligation, interest or
business) or the interests or business of any such member in or
with any other person, firm, company or body being or becoming
capable of being terminated or adversely modified or adversely
affected or any materially adverse action being taken or any
onerous obligation or liability arising thereunder;
(iv) any asset or interest of any member of the IBEX Group being
or falling to be disposed of or charged (otherwise than in the
ordinary course of business) or ceasing to be available to any
member of the IBEX Group or any right arising under which any such
asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the IBEX Group;
(v) any member of the IBEX Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) any member of the TRGI Group or any member of the IBEX
Group being required to acquire or repay any shares in and/or
indebtedness of any member of the IBEX Group owned by any Third
Party;
(vii) any change in or effect on the ownership or use of any
intellectual property rights owned or used by any member of the
IBEX Group;
(viii) the value or financial or trading position of any member
of the IBEX Group being prejudiced or adversely affected (to an
extent which is material in the context of the IBEX Group taken as
a whole); or
(ix) the creation of any liability, actual or contingent, by any
such member (to an extent which is material in the context of the
IBEX Group taken as a whole),
and no event having occurred which, under any provision of any
such arrangement, agreement, licence or other instrument, might
reasonably be expected to result in any of the events referred to
in this Condition (d) to an extent which would be material in the
context of the IBEX Group taken as a whole;
(e) since 30 June 2015 and except as disclosed in IBEX's annual
report and accounts for the year ended 30 June 2015, or as
disclosed by or on behalf of IBEX to India Bidco or its advisers in
writing prior to 20 October 2016 or as otherwise publicly announced
by IBEX on or prior to 20 October 2016 through a RIS or as
disclosed in this Announcement, no member of the IBEX Group
having:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares or securities of any class, or
securities convertible into or exchangeable for shares, or rights,
warrants or options to subscribe for or acquire any such shares,
securities or convertible securities (save for issues between IBEX
and any of its wholly-owned subsidiaries or between such
wholly-owned subsidiaries and save for options granted under the
IBEX Share Incentive Schemes before 20 October 2016 or the issue of
any IBEX Shares allotted upon the exercise of options granted
before 20 October 2016 under the IBEX Share Incentive Schemes) or
redeemed, purchased, repaid or reduced or proposed the redemption,
purchase, repayment or reduction of any part of its share capital
or any other securities;
(ii) recommended, declared, made or paid or proposed to
recommend, declare, make or pay any bonus, dividend or other
distribution whether payable in cash or otherwise other than any
distribution by any wholly-owned subsidiary within the IBEX
Group;
(iii) save as between IBEX and its wholly-owned subsidiaries, or
upon the exercise of options granted under the IBEX Share Incentive
Schemes, effected, authorised, proposed or announced its intention
to propose any change in its share or loan capital which in each
case would be material in the context of the IBEX Group taken as a
whole;
(iv) save as between IBEX and its wholly-owned subsidiaries and
other than pursuant to the Offer, effected, authorised, proposed or
announced its intention to propose any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme or
any acquisition or disposal or transfer of assets or shares (other
than in the ordinary course of business) or any right, title or
interest in any assets or shares or other transaction or
arrangement in respect of itself or another member of the IBEX
Group which in each case would be material in the context of the
IBEX Group taken as a whole;
(v) acquired or disposed of or transferred (other than in the
ordinary course of trading) or mortgaged, charged or encumbered any
assets or shares or any right, title or interest in any assets or
shares (other than in the ordinary course of trading) or authorised
the same or entered into, varied or terminated or authorised,
proposed or announced its intention to enter into, vary, terminate
or authorise any agreement, arrangement, contract, transaction or
commitment (other than in the ordinary course of trading and
whether in respect of capital expenditure or otherwise) which is of
a loss making, long-term (which shall mean for a fixed term in
excess of 12 months and/or not terminable by the giving of 12
months' notice or less) or unusual or onerous nature or magnitude,
or which involves or could involve an obligation of an unusual or
onerous nature or magnitude, in each case which is material in the
context of the IBEX Group taken as a whole;
(vi) entered into any agreement, contract, transaction,
arrangement or commitment (other than in the ordinary course of
trading) which is material in the context of the IBEX Group taken
as a whole;
(vii) entered into any contract, transaction or arrangement
which would be materially restrictive on the business of the IBEX
Group taken as a whole or which involve obligations which would be
expected to be so restrictive;
(viii) issued, authorised or proposed the issue of or made any
change in or to any debentures, or (other than in the ordinary
course of trading) incurred or increased any indebtedness or
liability, actual or contingent, which is material in the context
of the IBEX Group taken as a whole;
(ix) been unable or admitted that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business or proposed
or entered into any composition or voluntary arrangement with its
creditors (or any class of them) or the filing at court of
documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness;
(x) made, or announced any proposal to make, any change or
addition to any retirement, death or disability benefit or any
other employment-related benefit of or in respect of any of its
directors, employees, former directors or former employees;
(xi) save as between IBEX and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the
leasehold or freehold property owned or occupied by it or
transferred or otherwise disposed of any such property;
(xii) entered into or varied or made any offer (which remains
open for acceptance) to enter into or vary the terms of any service
agreement with any director or senior executive of IBEX or any
director or senior executive of the IBEX Group;
(xiii) taken or proposed any corporate action or had any
proceedings started or threatened against it for its winding-up
(voluntary or otherwise), dissolution, striking-off or
reorganisation or for the appointment of a receiver, administrator
(including the filing of any administration application, notice of
intention to appoint an administrator or notice of appointment of
an administrator), administrative receiver, trustee or similar
officer of all or any part of its assets or revenues or for any
analogous proceedings or steps in any jurisdiction or for the
appointment of any analogous person in any jurisdiction;
(xiv) made any amendment to its articles of association or other
constitutional documents;
(xv) waived or compromised any claim or authorised any such
waiver or compromise, save in the ordinary course of business,
which is material in the context of the IBEX Group taken as a
whole;
(xvi) taken, entered into or had started or threatened against
it in a jurisdiction outside England and Wales any form of
insolvency proceeding or event similar or analogous to any of the
events referred to in Condition (e) (ix) or Condition (e) (xiii)
above; or
(xvii) agreed to enter into or entered into an agreement or
arrangement or commitment or passed any resolution or announced any
intention with respect to any of the transactions, matters or
events referred to in this Condition (e);
(f) except as publicly announced by IBEX prior to 20 October
2016 through a RIS or disclosed in writing to TRGI or India Bidco
or its advisers prior to 20 October 2016 and save as disclosed in
this Announcement or the annual report and accounts of IBEX for the
financial year ended 30 June 2015, since 30 June 2015:
(i) there having been no material adverse change or
deterioration in the business, assets, financial or trading
position or profits or prospects of the IBEX Group taken as a
whole;
(ii) no material litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the
IBEX Group is or may become a party (whether as claimant or
defendant or otherwise), and no material enquiry or investigation
by or complaint or reference to any Third Party, against or in
respect of any member of the IBEX Group, having been threatened,
announced or instituted or remaining outstanding by, against or in
respect of any member of the IBEX Group in any way which is
material in the context of the IBEX Group taken as a whole; and
(iii) no contingent or other liability having arisen or become
apparent or increased which might be reasonably likely in either
case to have a material adverse effect on the IBEX Group taken as a
whole;
(g) except as publicly announced by IBEX prior to 20 October
2016 through a RIS or disclosed in writing to TRGI or India Bidco
or its advisers prior to 20 October 2016 and save as disclosed in
this Announcement or the annual report and accounts of IBEX for the
financial year ended 30 June 2015, TRGI or India Bidco not having
discovered:
(i) that any financial, business or other information concerning
IBEX or the IBEX Group which is contained in the information
publicly disclosed at any time by or on behalf of any member of the
IBEX Group either publicly or in the context of the Offer contains
a material misrepresentation of fact which has not, prior to 20
October 2016, been corrected by public announcement through an RIS
or omits to state a fact necessary to make the information
contained therein not materially misleading;
(ii) any information which in the context of the Offer
materially affects the import of any such information as is
mentioned in Condition (g)(i); or
(iii) that any member of the IBEX Group is subject to any
liability, contingent or otherwise which is material in the context
of the IBEX Group taken as a whole; and
(h) save as disclosed by or on behalf of IBEX to TRGI or India
Bidco or its advisers in writing prior to 20 October 2016, TRGI or
India Bidco not having discovered that:
(i) any member of the IBEX Group or any person that performs or
has performed services for or on behalf of any such company is or
has at any time engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977, or any other applicable
anti-corruption legislation;
(ii) any member of the IBEX Group is ineligible to be awarded
any contract or business under section 23 of the Public Contracts
Regulations 2006;
(iii) any asset of any member of the IBEX Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
or
(iv) any past or present member of the IBEX Group has engaged in
any activity or business with, or made any investments in, or made
any payments to any government, entity or individual covered by any
of the economic sanctions administered by the United Nations or the
European Union (or any of their respective member states) or the
United States Office of Foreign Assets Control or any other
governmental or supranational body or authority in any
jurisdiction.
PART 2: CERTAIN FURTHER TERMS OF THE OFFER
1. The Offer will lapse, and will not proceed, if there is a
Phase II CMA Reference or if Phase 2 European Commission
proceedings are initiated or if, following a referral of the Offer
by the European Commission under Article 9(1) of the European
Council Merger Regulation to a competent authority in the United
Kingdom, there is a Phase II CMA Reference, in any such case before
1.00 p.m. on the First Closing Date or the time and date at which
the Offer becomes, or is declared, unconditional (whichever is the
later).
In such circumstances, the Offer will cease to become capable of
further acceptance and accepting Shareholders and India Bidco shall
cease to be bound by acceptances delivered on or before the date on
which the Offer so lapses.
2. India Bidco reserves the right (subject to the requirements
of the City Code and the Panel) to waive all or any of the
Conditions in paragraphs (b) to (h) (inclusive) of Part 1, in whole
or in part, at its absolute discretion.
3. India Bidco shall be under no obligation to waive or treat as
fulfilled any of the Conditions in Part 1 by a date earlier than
the latest date specified below for the fulfilment of them
notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
4. At such time as the Condition in paragraph (a) of Part 1 has
been satisfied, TRGI will declare the Offer unconditional in all
respects unless it has at that time notified the Panel and IBEX of
some fact or circumstance which entitles (or might reasonably be
expected with further investigation to entitle) it to declare the
Offer to have lapsed in reliance on some other Condition.
5. Except with the consent of the Panel, the Offer will lapse
unless all Conditions to the Offer are fulfilled or (if capable of
waiver) waived or, where appropriate, have been determined by India
Bidco to have been or remain satisfied by midnight (London time) on
the date which is 21 days after the later of the First Closing Date
and the date on which the Offer becomes or is declared
unconditional (or such later date (if any) as India Bidco may, with
the consent of the Panel or in accordance with the City Code,
decide).
6. The IBEX Shares will be acquired by India Bidco fully paid
and free from all liens, charges, encumbrances, rights of
pre-emption and any other third party rights of any nature
whatsoever and together with all rights attaching to them as at the
date of this Announcement or subsequently attaching or accruing to
them, including, without limitation, voting rights and the right to
receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid, or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the date of this
Announcement. Accordingly, insofar as a dividend and/or
distribution and/or a return of capital is proposed, declared,
made, paid or payable by IBEX in respect of an IBEX Share on or
after the date of this Announcement, India Bidco reserves the right
to reduce by the amount of the dividend and/or distribution and/or
return of capital so received by Shareholders, the price payable
under the Offer in respect of an IBEX Share, except insofar as the
IBEX Share is or will be transferred pursuant to the Offer on a
basis which entitles India Bidco alone to receive the dividend
and/or distribution and/or return of capital but if that reduction
in price has not been effected, the person to whom the Offer Price
is paid in respect of that IBEX Share, will be obliged to account
to India Bidco for the amount of such dividend and/or distribution
and/or return of capital. If India Bidco exercises the right to
reduce the Offer Price by all or part of the amount of a dividend
(or other distribution) that is not paid, Shareholders on the
relevant record date will be entitled to receive and retain that
divided (or other distribution).
7. India Bidco reserves the right, subject to the prior consent
of the Panel, to implement the Offer by way of a scheme of
arrangement. In such event, the Offer will be implemented on the
same terms, so far as applicable, as those which would apply under
a contractual offer, subject to appropriate amendments to reflect
the change in method of effecting the Offer.
8. Each of the Conditions shall be regarded as a separate
condition and shall not be limited by reference to any other
Condition.
9. The Conditions are inserted for the benefit of India Bidco
and no Shareholder shall be entitled to waive any of the Conditions
without the prior written consent of India Bidco.
10. In deciding whether or not to accept the Offer in respect of
their IBEX Shares, Shareholders should rely on the information
contained in, and follow the procedures described in, the Offer
Document and (if they hold their IBEX Shares in certificated form)
the Form of Acceptance which will be posted to Shareholders in due
course (other than to any Shareholders with addresses in any
Restricted Jurisdiction).
11. The Offer will be governed by the laws of England and Wales
and be subject to the jurisdiction of the Courts of England and
Wales and to the conditions and further terms set out in this
Announcement and in the Offer Document. The Offer will be subject
to the applicable requirements of the Financial Conduct Authority,
FSMA, the London Stock Exchange, the AIM Rules and the City Code.
This Announcement does not constitute, or form part of, an offer or
invitation to purchase IBEX Shares or any other securities.
APPIX II
SOURCES AND BASES
(a) As at the close of business on 20 October 2016, IBEX had
39,515,318 ordinary shares of 1 penny each (excluding 39,082 IBEX
Shares held in treasury) in issue and admitted to trading on AIM.
The International Securities Identification Number for the IBEX
Shares is GB00BBCRF441.
(b) The value attributed to the existing and to be issued share
capital of IBEX is based upon the 39,515,318 IBEX Shares in issue
(excluding 39,082 IBEX Shares held in treasury) as at the date of
this Announcement, as disclosed by IBEX in accordance with AIM Rule
26.
(c) Unless otherwise stated, the financial information
concerning IBEX has been extracted from the audited annual report
and accounts for IBEX for the financial years ended on each of 30
June 2014 and 30 June 2015.
(d) IBEX Share prices have been derived from the Daily Official
List and represent the Closing Prices on the relevant date.
(e) References to a percentage of IBEX's issued ordinary share
capital and voting rights are based on the number of IBEX Shares in
issue as set out in paragraph (a) above.
APPIX III
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
2006 Act the Companies Act 2006
(as amended, modified,
consolidated, re-enacted
or replaced from time
to time);
acting in concert has the meaning given
in the City Code;
Announcement this announcement;
AIM the AIM market operated
by the London Stock Exchange;
AIM Rules the AIM Rules for Companies
published by the London
Stock Exchange from time
to time;
Business Day any day (other than a
public holiday, Saturday
or Sunday) on which clearing
banks in London are open
for normal business;
Cenkos Cenkos Securities plc,
joint broker to IBEX;
certificated or in a share which is not
certificated form in uncertificated form
(that is, not in CREST);
City Code The City Code on Takeovers
and Mergers;
Closing Price the closing middle market
quotation of an IBEX
Share as derived from
the Daily Official List;
CMA the UK Competition and
Markets Authority;
Conditions the conditions of the
Offer, as set out in
Appendix I to this Announcement
and to be set out in
the Offer Document;
CREST the relevant system (as
defined in the Regulations)
in respect of which Euroclear
UK & Ireland Limited
is the operator (as defined
in the Regulations);
Daily Official List the AIM appendix to the
Daily Official List of
the London Stock Exchange;
Dealing Disclosure has the same meaning
given to it in the City
Code;
Delisting the cancellation of the
admission of IBEX Shares
to trading on AIM in
accordance with Rule
41 of the AIM Rules;
FCA or Financial Conduct the United Kingdom Financial
Authority Conduct Authority;
First Closing Date the date which is 21
days after the date of
the posting of the Offer
Document;
Form of Acceptance the form of acceptance
and authority relating
to the Offer accompanying
the Offer Document (in
the case of IBEX Shares
held in certificated
form), which may only
be completed by holders
of IBEX Shares in certificated
form;
HMRC H.M. Revenue & Customs;
IBEX or the Company IBEX Global Solutions
Plc, a company registered
in England and Wales
with company number 08462510
and whose registered
office is at 3rd Floor,
5 Lloyds Avenue, London
EC3N 3AE;
IBEX Directors or the directors of IBEX,
IBEX Board being Zia Chishti, Robert
Dechant, Karl Gabel,
Mohammed Khaishgi, John
Leone, Gerard Kleisterlee
and Joel Wyler;
IBEX Group IBEX and its direct and
indirect subsidiaries;
IBEX Shares includes:
* the existing unconditionally allotted or issued and
fully paid ordinary shares of 1 penny each in the
capital of IBEX (excluding such shares as are held in
treasury); and
* any further ordinary shares of 1 penny each in the
capital of IBEX which are unconditionally allotted or
issued and fully paid or transferred out of treasury
before the Offer closes or before such earlier date
as India Bidco (subject to the City Code) may
determine not being earlier than (a) the date on
which the Offer becomes or is declared unconditional
as to acceptances or (b), if later, the First Closing
Date;
IBEX Share Incentive means each of the share
Schemes incentive schemes of
IBEX, being:
* the 2013 Stock Plan;
* the 2013 IBEX Stock Plan;
* the Philippines Phantom Stock Plan;
* the IBEX Global Solutions Phantom Stock Plan;
* the Virtual World Phantom Stock Plan; and
* the TRG Senegal Phantom Stock Plan;
Independent Directors means the independent
or Independent Board directors of IBEX, being
Robert Dechant, Gerard
Kleisterlee and Joel
Wyler;
India Bidco India Bidco Limited,
a company registered
in Bermuda with registration
number 51902 and whose
registered office is
at Crawford House, 50
Cedar Avenue, Hamilton
HM11, Bermuda;
India Bidco Directors the directors of India
or India Bidco Board Bidco being Hassan Farooq
and Hussain Aslam;
Liberum Liberum Capital Limited,
nominated adviser, joint
broker and independent
financial adviser to
the Company;
London Stock Exchange London Stock Exchange
plc;
Offer the recommended cash
offer to be made by India
Bidco to acquire all
of the issued and to
be issued IBEX Shares,
on the terms and subject
to the Conditions set
out in this Announcement
and to be set out in
the Offer Document and,
in the case of IBEX Shares
held in Certificated
Form, the Form of Acceptance,
and, where the context
admits, any subsequent
revision, variation,
extension or renewal
thereof;
Offer Document the offer document to
be sent to Shareholders
by India Bidco, containing
inter alia the terms
and conditions of the
Offer and any subsequent
document containing the
Offer;
Offer Period the period commencing
on the date of this Announcement
and ending on the later
of (i) the date falling
21 days following the
date of the Offer, (ii)
the date on which the
Offer lapses, and (iii)
the date on which the
Offer becomes or is declared
unconditional as to acceptances;
Offer Price 112 pence in cash per
IBEX Share;
Opening Position Disclosure an announcement containing
details of interests
or short positions in,
or rights to subscribe
for, any relevant securities
of a party to the Offer
if the person concerned
has such a position;
Opus Opus Corporate Finance
LLP, financial adviser
to India Bidco and TRGI;
Panel The Panel on Takeovers
and Mergers;
Regulations Uncertificated Securities
Regulations 2001 (SI
2001 No. 3755) (as amended,
modified, consolidated,
re-enacted or replaced
from time to time);
Regulatory Information one of the regulatory
Service information services
authorised by the FCA
to receive, process and
disseminate regulatory
information from listed
companies;
Relationship Deed the agreement dated 24
June 2013 between each
of IBEX, TRGI, Liberum
and Cenkos, governing
the relationship between
TRGI and IBEX following
the admission of the
IBEX Shares to trading
on AIM;
Restricted Jurisdiction the United States, Canada,
Australia, Japan, The
Republic of South Africa
and any other jurisdiction
where the making of the
Offer and/or the release,
publication or distribution,
in whole or in part,
of this Announcement
or the Offer Document
would constitute a violation
of the relevant laws
of said jurisdiction;
Rule the relevant rule of
the City Code or the
AIM Rules, as applicable;
Shareholders the holders of IBEX Shares
from time to time;
subsidiary bears the same meanings
as that contained in
section 1159 of the 2006
Act and a company shall
be treated, for the purposes
only of the membership
requirement contained
in sub-sections 1159(1)(b)
and (c) of the 2006 Act,
as a member of another
company, even if its
shares in that other
company are registered
in the name of another
person (or its nominee),
whether by way of security
or in connection with
taking of security, or
its nominee;
TRGI The Resource Group International
Limited, a company registered
in accordance with the
laws of Bermuda (registration
number 32937) whose registered
office is at Crawford
House, 50 Cedar Avenue,
Hamilton HM11, Bermuda;
TRGI Directors or the directors of TRGI,
TRGI Board being Zia Chishti, Peter
Riepenhausen, Ali Jameel,
Mohammed Khaishgi, Rafiq
Dossani, John Leone,
Ameer Qureshi, Zafar
Sobani, and Patrick McGinnis;
TRGI Group TRGI and its direct and
indirect subsidiaries,
including India Bidco,
but excluding IBEX and
its direct and indirect
subsidiaries;
uncertificated or an IBEX Share which is
in uncertificated for the time being recorded
form on the relevant register
of the share or security
concerned as being held
in uncertificated form
in CREST, and title to
which, by virtue of the
Regulations, may be transferred
by means of CREST;
United Kingdom or the United Kingdom of
UK Great Britain and Northern
Ireland (and its dependent
territories);
United States or US the United States of
America, its territories
and possessions and any
state of the United States
of America and the District
of Columbia;
$ and US$ the lawful currency of
the United States; and
GBP, sterling, pence, the lawful currency of
penny and p the United Kingdom.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this Announcement.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
All references to time in this Announcement are to London time
unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFDDBDGCDDBGLG
(END) Dow Jones Newswires
October 21, 2016 02:00 ET (06:00 GMT)
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