TIDMDGS
RNS Number : 9998P
Resource Group Int Ltd (The)
24 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
24 November 2016
Recommended Cash Offer
for
Digital Globe Services, Ltd.
by
The Resource Group International Limited
Offer declared unconditional in all respects and extension of
the offer
-- Valid acceptances received in respect of 30.86 per cent. of
existing issued share capital of Digital Globe Services, Ltd. as at
1.00 p.m. (London time) on 23 November 2016
-- Offer declared unconditional in all respects
-- Delisting from AIM resolution passed at Special General Meeting
-- Offer extended and will remain open for acceptance until further notice
Introduction
On 21 October 2016, the Boards of The Resource Group
International Limited ("TRGI") and Digital Globe Services, Ltd.
("DGS") announced that they had reached agreement on the terms of a
recommended cash offer to be made by TRGI for the entire issued and
to be issued share capital of DGS (the "Offer"). The full terms and
conditions of the Offer and the procedures for acceptance were set
out in the offer document (the "Offer Document") posted to DGS
Shareholders on 2 November 2016.
Level of Acceptances
TRGI announces that, as at 1.00 p.m. (London time) on 23
November 2016 valid acceptances had been received in respect of a
total of 9,213,327 DGS Shares, representing, in aggregate, 30.86
per cent. of the existing issued share capital of DGS, which TRGI
may count towards the satisfaction of the Acceptance Condition of
the Offer.
Of these acceptances, acceptances have been received in respect
of a total of 2,935,500 DGS Shares, representing, in aggregate,
9.83 per cent. of the existing issued share capital of DGS, which
were subject to an irrevocable undertaking, or letter of intent, to
accept the Offer received by TRGI.
In addition, TRGI has acquired 322,250 DGS Shares (representing
1.08 per cent. of the existing issued share capital of DGS) since
announcement of the Offer. TRGI had an interest of 13,858,971 DGS
Shares representing 46.42 per cent. of the issued share capital of
DGS prior to announcement of the Offer.
Accordingly, as at 1.00pm (London Time) on 23 November 2016,
TRGI either owned or had received valid acceptances of the Offer in
respect of, in aggregate, 23,394,548 DGS Shares, representing 78.36
per cent. of the existing issued share capital of DGS, which may be
counted towards satisfaction of the Acceptance Condition.
Jeffrey Cox, who is acting in concert with TRGI, has irrevocably
undertaken not to accept the Offer and retain his holding of
3,871,836 DGS Shares representing approximately 12.97 per cent. of
the existing issued share capital of DGS.
The percentages of DGS Shares referred to in this announcement
are based upon the figure of 29,854,447 DGS Shares in issue
(excluding 72,025 DGS Shares held in treasury).
Offer unconditional in all respects
Following receipt of the above acceptances, the Offer has been
declared unconditional as to acceptances. TRGI also confirms that
all remaining conditions to the Offer have now either been
satisfied or waived. Accordingly, TRGI is pleased to announce that
the Offer is declared unconditional in all respects.
Offer extended
TRGI announces that the Offer is being extended and will remain
open for acceptance until further notice. TRGI will give at least
14 days' notice prior to the closing of the Offer.
DGS Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible.
Cancellation of DGS Shares from Trading on AIM
At a Special General Meeting of DGS held on 18 November 2016,
DGS Shareholders voted to approve the cancellation of DGS's AIM
listing subject to the Offer becoming or being declared wholly
unconditional ("Cancellation").
Following this announcement, Cancellation will become effective
at 7.00 a.m. on 30 November 2016.
DGS Shareholders are strongly recommended to accept the Offer as
the subsequent cancellation of the admission of DGS Shares to
trading on AIM will significantly reduce the liquidity and
marketability of any DGS Shares in respect of which acceptances of
the Offer are not submitted and, accordingly, it is likely that the
value of any such DGS Shares would be significantly affected.
Interests in DGS Shares
As at 23 November 2016 (being the latest practicable date prior
to the date of this announcement), other than 14,181,221 DGS Shares
held by TRGI representing 47.50 per cent. of the existing issued
share capital of DGS, 3,871,836 DGS Shares held by Jeffrey Cox
representing 12.97 per cent. of the existing issued share capital
of DGS and 9,213,327 DGS Shares representing 30.86 per cent. of the
existing share capital of DGS for which valid acceptances have been
received, neither TRGI nor any person acting in concert with TRGI
is interested in or has any rights to subscribe for any DGS
relevant securities or has any short position under a derivative or
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery. Neither TRGI
nor any person acting in concert with TRGI has borrowed or lent any
DGS relevant securities (save for any borrowed shares which have
been either on-lent or sold).
Procedure for Acceptance of the Offer
DGS Shareholders who have not yet accepted the Offer are urged
to do so without delay.
To accept the Offer in respect of DGS 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 that an Electronic Acceptance
is made in accordance with the procedure set out in the Offer
Document. If you hold any DGS 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.
Copies of the Offer Document are available for inspection on
TRGI's website, www.trgworld.com/DGSoffer, and DGS's website at
www.dgsworld.com until the end of the Offer Period.
Settlement
Settlement for those DGS Shareholders who have validly accepted
the Offer by 1.00 p.m. (London time) on
23 November 2016 will be effected within 14 calendar days in
accordance with the terms of the Offer.
Settlement for valid acceptances in respect of the Offer
received after 1.00 p.m. (London time) on 23 November 2016 will be
effected promptly after receipt of those acceptances in accordance
with the terms of the Offer, in any event, within 14 days of
receipt of the relevant acceptance.
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.
Enquiries:
Digital Globe Services, Tel: +1 253
Ltd. 750 4772
Andrew Lear
Opus Corporate Finance Tel: + 44
LLP 20 7025 3600
(Financial Adviser
to TRGI)
Malcolm Strang
Finn O'Driscoll
The Resource Group Tel: +1 202
International Limited 289 9898
Mark Ayling
Panmure Gordon (UK) Tel: + 44
Limited 20 7886 2500
(Independent Financial
Adviser, Nominated
Adviser and broker
to DGS)
Karri Vuori
Andrew Godber
James Greenwood
William Wickham
Alma PR Tel: +44 7780
Josh Royston 901 979
Hilary Buchanan
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 DGS 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 TRGI.
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 TRGI despatched to DGS Shareholders, persons
with information rights and, for information only, to participants
in the DGS Share Incentive Schemes on 2 November 2016.
Opus Corporate Finance LLP, which is regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for TRGI and no one else in connection with the Offer and will not
be responsible to anyone other than TRGI for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matters referred to herein.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for DGS and the Independent Directors and no one else
in connection with the Offer and this announcement and will not be
responsible to anyone other than DGS for providing the protections
afforded to clients of Panmure Gordon (UK) 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 or
Japan, 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 or Japan.
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 or Japan 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 jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the rules of the London Stock
Exchange 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.
Neither the content of DGS'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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPAKNDBFBDDADB
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November 24, 2016 02:00 ET (07:00 GMT)
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