DGAP-Adhoc: IBS Group Holding Limited: IBS Group Holding proposes a revision of the Exchange Ratio and timetable of the Scheme of Arrangement relating to an exchange of shares and GDRs in IBS Group Holding for shares in Luxoft Holding, Inc.


IBS Group Holding Limited  / Key word(s): Miscellaneous

15.09.2014 08:57

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG. The issuer is solely responsible for
the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

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IBS Group Holding proposes a revision of the Exchange Ratio and timetable
of the Scheme of Arrangement relating to an exchange of shares and GDRs in
IBS Group Holding for shares in Luxoft Holding, Inc.

  - Adjournment of the court-convened meeting and a general meeting in
    connection with the implementation of the Scheme of Arrangement

  - Revision of the Exchange Ratio to 0.95 shares in Luxoft Holding, Inc.
    for each GDR and certain shares in IBS Group Holding

Ramsey, Isle of Man, September 15, 2014 ( IBS Group Holding Limited ("IBS
Group Holding") today announces certain changes to the proposals to
reorganize the IBS group (the "Proposals") by means of a scheme of
arrangement under Section 157 of the Isle of Man Companies Act 2006 (the
"Scheme"). The details of the Proposals were set forth in a circular posted
to the holders of Scheme Securities (as defined below) on August 4, 2014
(the "Circular") and in a securities prospectus dated August 4, 2014 as
amended and supplemented by Supplement No. 1 dated August 21, 2014
(together the "Prospectus") published for purposes of implementing the
Scheme in Germany and Austria. Pursuant to the Proposals holders of the
global depositary receipts of IBS Group Holding (the "IBS Group GDRs"),
listed on the regulated market of the Frankfurt Stock Exchange (general
standard) (ISIN: US4509391037), and issued and outstanding shares in IBS
Group Holding other than the shares held by BXA Investments Ltd and Croyton
Limited (the "Scheme Shares", and together with the IBS Group GDRs the
"Scheme Securities") would receive, for each Scheme Security cancelled
pursuant to the Scheme, 0.90 shares in Luxoft Holding, Inc. (the "Exchange
Ratio"). Meetings to consider, and if thought fit, approve the Scheme (the
"Court Meeting") and associated matters (the "General Meeting") were to be
held on September 15, 2014.

IBS Group Holding now announces that:

(a)  the Court of the Isle of Man has agreed to adjourn the Court Meeting
to a later date;

(b) the General Meeting will be held only for the purpose of adjourning the
meeting to reflect the adjournment of the Court Meeting;

(c) the Exchange Ratio will be amended such that, for each Scheme Security
cancelled, holders of Scheme Securities will receive 0.95 shares in the
capital of Luxoft Holding, Inc.; and

(d) a revised circular and associated prospectus (following its approval by
the BaFin) will be published in due course, pursuant to which an adjourned
Court Meeting and the General Meeting will be convened, which documents
will reflect the revised Exchange Ratio and an updated timetable of
expected events.

IBS Group Holding has received indications from holders of the Scheme
Securities, representing approximately 70% of the votes to be cast on the
Scheme, that they intend to vote in favor of the Scheme, including from
Fidelity Worldwide Investment, Genesis and Sberbank Asset Management.

 

About IBS Group Holding Limited

IBS Group Holding is a leading software development and IT services
provider in Central and Eastern Europe. Through its two principal
subsidiaries, Luxoft and IBS IT Services, it offers a wide variety of
information technology services, such as software development and IT
services outsourcing, IT infrastructure and business applications
implementation. IBS Group Holding has business operations in Russia,
Ukraine, Romania, Poland, Germany, Switzerland, the UK, the USA, Vietnam
and Singapore. IBS Group Holding's Global Depositary Receipts are listed on
the Regulated Market (General Standard) at the Frankfurt Stock Exchange
(Bloomberg: IBSG:GR; Reuters: IBSGq.F)

About Luxoft Holding, Inc

Luxoft is a leading provider of software development services and
innovative IT solutions to a global client base consisting primarily of
large, multinational corporations. Luxoft's services consist of core and
mission critical software development and support, product engineering and
testing, and technology consulting. Luxoft's solutions are based on its
proprietary products and platforms that directly impact clients' business
outcomes and efficiently deliver continuous innovation. Luxoft A Shares are
listed  on the New York Stock Exchange (NYSE: LXFT US).

For more information about IBS Group Holding please visit
http://www.ibsgr.com or contact

Investor Relations:
Andrei Novikov
IR Director
tel: +7 (495) 967 8000 (ext.3095)
anovikov@ibs.ru  

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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND YOU SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES ON THE BASIS OF INFORMATION
CONTAINED IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, ISSUE,
SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, NOR ANY
SOLICITATION OF ANY OFFER TO PURCHASE, OTHERWISE ACQUIRE, ISSUE, SUBSCRIBE
FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES.

IN GERMANY AND AUSTRIA THE OFFER OF LUXOFT SHARES IS BEING MADE SOLELY BY
MEANS OF, AND ON THE BASIS OF, A SECURITIES PROSPECTUS (INCLUDING ANY
AMENDMENTS THERETO, IF ANY) TO BE PUBLISHED BY IBS GROUP HOLDING. THE
SECURITIES PROSPECTUS WILL BE MADE AVAILABLE ON THE IBS GROUP HOLDING
WEBSITE FOLLOWING ITS APPROVAL BY THE GERMAN FINANCIAL SUPERVISORY
AUTHORITY (BAFIN).

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT AND/OR THE
ACCOMPANYING DOCUMENTS IN OR INTO JURISDICTIONS OTHER THAN ISLE OF MAN,
GERMANY OR AUSTRIA, MAY BE RESTRICTED BY LAW AND THEREFORE THIS DOCUMENT
AND/OR THE ACCOMPANYING DOCUMENTS MAY NOT BE DISTRIBUTED OR PUBLISHED IN
ANY JURISDICTION EXCEPT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND
REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT AND/OR THE
ACCOMPANYING DOCUMENTS COME SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY
SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE
REGISTERED UNDER THE US SECURITIES ACT OR ARE EXEMPT FROM SUCH
REGISTRATION. THE LUXOFT SHARES WILL NOT BE, AND ARE NOT REQUIRED TO BE,
REGISTERED WITH THE SEC UNDER THE US SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") OR THE SECURITIES LAW OF ANY OTHER JURISDICTION AND MAY
NOT BE OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS (AS DEFINED IN THE
SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES
ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE SECURITIES
ACT IS AVAILABLE.

THE SECURITIES ISSUED PURSUANT TO THE SCHEME WILL BE ISSUED IN RELIANCE
UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(A)(10). THEREOF.
IF THE COURT APPROVES THE SCHEME, ITS APPROVAL WILL CONSTITUTE THE BASIS
FOR THE SCHEME SHARES TO BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT, IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 3(A)(10).

THE SCHEME SHAREHOLDERS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF
THE SCHEME, INCLUDING THE MERITS AND RISKS INVOLVED. THE SCHEME CIRCULAR
HAS NOT BEEN FILED WITH OR REVIEWED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES AUTHORITY AND NONE OF THEM HAS APPROVED,
DISAPPROVED, PASSED UPON OR ENDORSED THE MERITS OF THE SCHEME OR THE
ACCURACY, ADEQUACY OR COMPLETENESS OF THE SCHEME CIRCULAR. IT IS UNLAWFUL
TO MAKE ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.

NO CLEARANCES HAVE BEEN, NOR WILL BE, OBTAINED FROM THE SECURITIES
COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS IN
RELATION TO THE LUXOFT SHARES HAS BEEN, OR WILL BE, LODGED WITH, OR
REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION; AND NO
REGISTRATION STATEMENT HAS BEEN, OR WILL BE, FILED WITH THE JAPANESE
MINISTRY OF FINANCE IN RELATION TO THE LUXOFT SHARES. ACCORDINGLY, SUBJECT
TO CERTAIN EXCEPTIONS, THE LUXOFT SHARES MAY NOT, DIRECTLY OR INDIRECTLY,
BE OFFERED OR SOLD WITHIN CANADA, AUSTRALIA OR JAPAN OR OFFERED OR SOLD TO
A RESIDENT OF CANADA, AUSTRALIA OR JAPAN.


15.09.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      IBS Group Holding Limited
              Kissack Court, 29 Parliament Street
              IM8IJA Ramsey (Isle of Man)
              Isle of Man
Phone:        +7 495 967 80 00
Fax:          +7 495 967 80 99
E-mail:       anovikov@ibs.ru
Internet:     www.ibsgr.com
ISIN:         US4509391037
WKN:          A0MJ2Z
Listed:       Regulierter Markt in Frankfurt (General Standard);
              Freiverkehr in Berlin
 
End of Announcement                             DGAP News-Service
 
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