TIDMDGS
RNS Number : 1937O
Resource Group Int Ltd (The)
03 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.
FOR IMMEDIATE RELEASE
03 November 2016
Recommended Cash Offer
for
Digital Globe Services, Ltd.
by
The Resource Group International Limited
Update on Irrevocable Undertakings
On 21 October 2016, it was announced that the Boards of The
Resource Group International Limited ("TRGI") and Digital Globe
Services, Ltd. ("DGS") 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"). On 2 November
2016, it was announced that TRGI had published and posted to DGS
Shareholders the offer document containing the full terms and
conditions of the Offer (the "Offer Document").
TRGI is pleased to announce that it has received an irrevocable
undertaking from Capita Trustees Limited (the "Trustee"), in its
capacity as trustee of the DGS ESOP Trust, in respect of the
2,146,649 DGS Shares that it holds (representing 7.17 per cent. of
the issued share capital of DGS).
The 2,146,649 DGS Shares that the Trustee holds are held on
trust to be applied in satisfaction of the exercise of options
granted under the DGS Share Incentive Schemes. Of these DGS Shares,
1,219,514 DGS Shares are held subject to such options (the "Option
Shares") and the balance of 927,135 DGS Shares are unallocated.
It is the intention of TRGI to maintain the DGS Share Incentive
Schemes after completion of the Offer. Accordingly, the Trustee has
irrevocably undertaken that it will not accept the Offer in respect
of all of the DGS Shares that it holds, provided that this
undertaking will cease to apply in respect of any Option Shares to
the extent that an option is validly exercised over such Option
Shares prior to the Offer becoming or being declared wholly
unconditional.
The Trustee has also irrevocably undertaken that it will vote in
favour of the Delisting Resolution in respect of all of the DGS
Shares that it holds, provided that this undertaking will cease to
apply in respect of any Options Shares to the extent that an option
is validly exercised over such Option Shares prior to the Offer
becoming or being declared wholly unconditional and the Trustee
seeks directions from the person exercising such option as to the
voting of such Option Shares.
This irrevocable undertaking ceases to be binding if the Offer
lapses or is withdrawn or in any event on 31 January 2017.
The deed constituting the DGS ESOP Trust provides that the
Trustee may only vote on DGS Shareholder resolutions if directed to
do so by DGS. In connection with the Offer, DGS has irrevocably
undertaken to TRGI that it will not without TRGI's consent direct
that the Trustee may vote on the Delisting Resolution. TRGI has
consented to DGS directing the Trustee to vote on the Delisting
Resolution to the extent permitted by the Trustee's irrevocable
undertaking, and DGS has directed the Trustee accordingly.
Consequently, as at the date of this announcement, TRGI has
received irrevocable undertakings to:
-- accept (or procure acceptance of) the Offer in respect of a total of 2,445,500 DGS Shares, representing, in
aggregate, approximately 8.19 per cent. of DGS's existing issued share capital; and
-- vote (or procure the vote) in favour of the Delisting Resolution in respect of a total of 8,532,985 DGS Shares,
representing in aggregate, approximately 28.58 per cent. of DGS's existing issued share capital.
Jeffrey Cox, the CEO of DGS, and the Trustee, have irrevocable
undertaken not to accept the Offer in respect of, in aggregate,
6,018,485 DGS Shares, representing approximately 20.16 per cent. of
DGS's existing issued share capital.
As previously announced, TRGI has also received a non-binding
letter of intent from AXA Investment Managers UK Limited in its
capacity as discretionary investment manager ("AXA IM") which
confirms that AXA IM's intention, which may change, is to accept
the Offer and vote in favour of the Delisting Resolution in respect
of the 490,000 DGS Shares in which it is interested, representing
approximately 1.64 per cent. of the existing issued share capital
of DGS.
The Delisting Resolution requires the consent of not less than
75 per cent. of votes cast by DGS Shareholders at the Special
General Meeting convened to be held on 18 November 2016, either in
person or by proxy. As TRGI itself holds 13,858,971 DGS Shares,
TRGI will either itself vote, or has received irrevocable
undertakings to vote (or procure the vote of), 22,391,956 DGS
Shares, representing approximately 75.00 per cent. of the existing
issued share capital of DGS, in favour of the Delisting
Resolution.
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.
Copies of all of the irrevocable undertakings and the letter of
intent from AXA-IM are available for inspection on TRGI's website,
at www.trgworld.com/DGSoffer, and DGS's website at www.dgsworld.com
until the end of the Offer Period.
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
The Resource Group Tel: +1 202
International Limited 289 9898
Mark Ayling
Panmure Gordon (UK) Tel:+ 44 20
Limited 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) 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 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 is despatching today to DGS Shareholders,
persons with information rights and, for information only, to
participants in the DGS Share Incentive Schemes.
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.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of DGS and certain plans and objectives of the boards of
directors of DGS and of TRGI. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
boards of directors of DGS and of TRGI in light of their experience
and their perception of historical trends, current conditions,
expected future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, and the factors described in the context of
such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Should
one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement. DGS and TRGI
assume no obligation to update or correct the information contained
in this announcement, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
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 out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of DGS except where
expressly stated.
Publication of this Announcement
A copy of this Announcement and the irrevocable undertaking
given by the Trustee will be available, subject to certain
restrictions relating to persons resident in the United States,
Canada, Australia and Japan, on www.dgsworld.com and on
www.trgworld.com/DGSoffer by no later than 12 noon on Business Day
after date of this Announcement.
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
OUPLLFFALLLFIIR
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November 03, 2016 03:00 ET (07:00 GMT)
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