IBS Group Holding Limited / Key word(s): Scheme of Arrangement
11.07.2014 20:46
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group 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 reorganization of the IBS Group by an exchange
of shares and GDRs in IBS Group Holding for shares in Luxoft Holding, Inc.
in a Scheme of Arrangement
* Cancellation of certain shares and GDRs in IBS Group Holding against
transfer of shares in Luxoft Holding, Inc. to the holders of the cancelled
IBS Group Holding securities
* Implementation by means of a scheme of arrangement which is subject to
shareholder approval at a court-convened meeting and a general meeting and
court approval
* Delisting of the IBS Group Holding's GDRs from Frankfurt Stock Exchange
if the Scheme becomes effective
Ramsey, Isle of Man, July 11, 2014 - IBS Group Holding Limited ("IBS Group
Holding") today announces the details of proposals it intends to make to
reorganize the IBS group (the "Proposals"). The Proposals provide for,
inter alia, (1) a cancellation of 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"), and (2) transfer
of class B shares in Luxoft Holding, Inc ("Luxoft"), a subsidiary of IBS
Group Holding, to the holders of the Scheme Securities in consideration for
the cancellation of the Scheme Securities, whereupon such class B shares
will be convert to class A shares in Luxoft as a result of the transfer
(the "Luxoft A Shares"). If the foregoing Proposals are implemented, IBS
Group Holding anticipates that the IBS Group GDRs will be de-listed from
the Frankfurt Stock Exchange, and the IBS Group GDR program will be
terminated.
The Proposals are intended to be implemented by means of a scheme of
arrangement under Section 157 of the Isle of Man Companies Act 2006 (the
"Scheme"). Under the Scheme each holder of Scheme Securities would receive
0.9 Luxoft A Shares for each of the Scheme Securities they hold at the
Scheme record time.
The Scheme is subject to shareholder approval at a court-convened meeting
of the holders of Scheme Shares and an extraordinary general meeting of IBS
Group Holding, and the sanctioning of the Scheme by the Isle of Man High
Court of Justice. If the Scheme is sanctioned by the Isle of Man High Court
of Justice and the other conditions to the Scheme are satisfied or waived,
the Scheme is expected to become effective in late September 2014.
It is expected that a circular setting out full details of the Scheme and
related matters will be sent to the holders of the Scheme Securities in
early August 2014. In addition, for purposes of implementing the offer of
Luxoft A Shares as part of the Scheme in Germany and Austria IBS Group
Holding will publish a securities prospectus following its approval by the
German Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin). Both documents will be available to
download on IBS Group Holding's website (www.ibsgr.com).
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.
11.07.2014 DGAP's 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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DGAP-Adhoc: IBS Group Holding Limited: IBS Group Holding proposes a reorganization of the IBS Group by an exchange of shares and GDRs in IBS Group Holding for shares in Luxoft Holding, Inc. in a Scheme of Arrangement
| Source: EQS Group AG