TIDMIBEX
RNS Number : 5505Q
Resource Group Int Ltd (The)
30 November 2016
`NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
30 November 2016
Recommended Cash Offer
by
India Bidco Limited
(a company wholly-owned and controlled by The Resource Group
International Limited)
for
IBEX Global Solutions Plc
Notice of closure of offer and launch of compulsory acquisition
procedure
On 25 November 2016, The Resource Group International Limited
("TRGI") announced that the Offer for IBEX Global Solutions Plc
("IBEX") had been declared unconditional in all respects and on the
same date IBEX announced that it had applied to the London Stock
Exchange for the cancellation of trading in IBEX Shares on AIM, to
be effective at 7.00 a.m. on 2 December 2016.
TRGI is pleased to announce that, as at 1.00 p.m. (London time)
on 29 November 2016, valid acceptances had been received in respect
of a total of 11,378,300 IBEX Shares, representing, in aggregate,
approximately 99.46 per cent. of the existing issued share capital
of IBEX, which India Bidco Limited ("India Bidco") (a company
wholly-owned and controlled by TRGI) may count towards the
satisfaction of the Acceptance Condition of the Offer.
As valid acceptances have been received for in excess of 90 per
cent. of the IBEX Shares to which the Offer relates, India Bidco
will now commence the procedures available to it under section 979
of the Companies Act 2006 to compulsorily acquire those IBEX Shares
which it does not already own.
Notice will be sent to non-accepting Shareholders informing them
of the compulsory acquisition of their shares by India Bidco. India
Bidco announces that the Offer will close to acceptances at 5.00
p.m. on 14 December 2016.
Procedure for Acceptance of the Offer
Shareholders who have not yet accepted the Offer are urged to do
so without delay.
To accept the Offer in respect of IBEX Shares held in
certificated form (that is, not in CREST), Shareholders should
complete and return the Form of Acceptance in accordance with the
procedure set out in the Offer Document. To accept the Offer in
respect of shares held in uncertificated form (that is, shares held
in CREST), Shareholders should ensure than an Electronic Acceptance
is made in accordance with the procedure set out in the Offer
Document. If you hold your IBEX Shares as a CREST sponsored member,
you should refer to your CREST sponsor as only your CREST sponsor
will be able to send the necessary instructions to Euroclear.
Shareholders who do not accept the Offer will have their IBEX
Shares compulsorily acquired but will have to wait for the
Companies Act process to conclude before receiving their
consideration.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Offer Document posted to shareholders on 4
November 2016.
Enquiries:
IBEX Global Solutions Tel: + 44
Plc 20 3697 9553
Joel Wyler
Opus Corporate Finance Tel: + 44
LLP 20 7025 3600
(Financial Adviser
to TRGI and India
Bidco)
Malcolm Strang
Finn O'Driscoll
India Bidco Limited/ Tel: + 1 202
The Resource Group 289 9898
International Limited
Mark Ayling
Liberum Capital Tel: + 44
Limited 20 3100 2000
(Nominated Adviser,
Joint Broker and
Rule 3 Adviser to
IBEX)
Steve Pearce
Richard Bootle
Robert Johnson
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be effected solely
through the Offer Document, which, together with the Form of
Acceptance (in relation to IBEX Shareholders holding shares in
certificated form only) contains the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. This announcement has been issued by and is the sole
responsibility of India Bidco.
Opus Corporate Finance LLP, which is regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for TRGI and India Bidco and no one else in connection with the
Offer and will not be responsible to anyone other than TRGI and
India Bidco for providing the protections afforded to its clients
or for providing advice in relation to the Offer or any other
matters referred to herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for IBEX and no one else in connection with the Offer
and this announcement and will not be responsible to anyone other
than IBEX for providing the protections afforded to clients of
Liberum Capital Limited nor for providing advice in connection with
the Offer or this announcement or any matter referred to
herein.
Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of, the United States, Canada, Australia,
Japan, the Republic of South Africa or any other Restricted
Jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other Restricted Jurisdiction. Accordingly, copies of
this announcement and any other related document will not be, and
must not be, directly or indirectly, mailed or otherwise
distributed or sent in or into the United States, Canada,
Australia, Japan, the Republic of South Africa or any other
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions as doing so may
violate the laws of such jurisdictions and may make invalid any
purported acceptance of the Offer by persons in any such Restricted
Jurisdiction.
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules, the rules of the London Stock
Exchange and the City Code, and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
OVERSEAS IBEX SHAREHOLDERS (INCLUDING IBEX SHAREHOLDERS IN THE
UNITED STATES) SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY
APPLICABLE LEGAL OR REGULATORY REQUIREMENTS. IF YOU ARE IN ANY
DOUBT ABOUT YOUR LEGAL OR OTHER POSITION, YOU SHOULD PROMPTLY
CONSULT YOUR APPROPRIATE ADVISER IN THE RELEVANT JURISDICTION.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPBMBMTMBJJBMF
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