TIDMDGS
RNS Number : 1191N
Resource Group Int Ltd (The)
21 October 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
21 October 2016
Recommended Cash Offer
for
Digital Globe Services, Ltd.
by
The Resource Group International Limited
Summary
-- The Independent Directors and TRGI are pleased to announce
that they have reached agreement on the terms of a recommended cash
offer for DGS by TRGI pursuant to which TRGI will offer to acquire
the entire issued and to be issued share capital of DGS not already
owned by TRGI or persons acting in concert with it.
-- Under the terms of the Offer, Shareholders will be offered:
for each DGS Share: 60 pence in cash
-- The Offer values the entire issued and to be issued share
capital of DGS at approximately GBP18.0 million, and represents a
premium of approximately:
o 81.8 per cent. to the Closing Price of 33 pence per DGS Share
on 20 October 2016, being the last Business Day prior to the date
of this Announcement; and
o 32.8 per cent. to the average Closing Price of 45 pence per
DGS Share for the three month period to 20 October 2016, being the
last Business Day prior to the date of this Announcement.
-- It is proposed that, upon the Offer becoming or being
declared unconditional in all respects, the admission of the DGS
Shares to trading on AIM should be cancelled. Accordingly, the DGS
Board intends to convene a General Meeting at which a special
resolution to approve the Delisting will be proposed. The Offer is
conditional upon TRGI receiving valid acceptances under the Offer
in respect of such number of DGS Shares as would, together with the
DGS Shares in which TRGI is already interested, result in TRGI
being interested in more than 75 per cent. (or such lesser
percentage as TRGI may decide, but not less than 50 per cent.) of
the issued share capital of DGS and upon the passing of the
Delisting Resolution at the General Meeting. Subject to the Offer
becoming or being declared wholly unconditional on the First
Closing Date, it is expected that the Delisting will take place on
or around 30 November 2016.
-- The Independent Directors, who have been so advised by
Panmure Gordon, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Directors,
Panmure Gordon has taken into account the commercial assessments of
the Independent Directors. Panmure Gordon is providing independent
financial advice to the Independent Directors in connection with
the Offer.
-- Accordingly, the Independent Directors intend to recommend
unanimously that Shareholders accept the Offer and vote in favour
of the Delisting Resolution.
-- As at the date of this Announcement, TRGI Group currently
owns 13,858,971 DGS Shares, representing approximately 46.31 per
cent. of the issued share capital of DGS (which DGS Shares will not
be subject to the Offer).
-- TRGI has received irrevocable undertakings to accept (or
procure acceptance of) the Offer from certain institutional
Shareholders in respect of a total of 2,445,500 DGS Shares,
representing, in aggregate, approximately 8.17 per cent. of DGS's
existing issued share capital.
-- 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 current
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.
-- TRGI has agreed with Jeffrey Cox, the Chief Executive Officer
of DGS, that he will retain his shareholding in DGS following
completion of the Offer. Accordingly, Mr Cox has irrevocably
undertaken to TRGI that he will not accept the Offer in respect of
the 3,871,836 DGS Shares in which he is interested representing, in
aggregate, 12.94 per cent. of the existing issued share capital of
DGS.
-- TRGI has received irrevocable undertakings to vote (or
procure the vote) in favour of the Delisting Resolution in respect
of a total of 6,386,336 DGS Shares, representing, in aggregate,
approximately 21.34 per cent. of DGS's existing issued share
capital, comprised as follows:
o from certain institutional Shareholders in respect of
2,445,500 DGS Shares, representing, in aggregate, approximately
8.17 per cent. of the existing issued share capital of DGS.
o from Jeffrey Cox in respect of 3,871,836 DGS Shares,
representing, in aggregate, approximately 12.94 per cent. of the
existing issued share capital of DGS; and
o from David Flowers, a DGS Director, in respect of 69,000 DGS
Shares, representing, in aggregate, approximately 0.23 per cent. of
the existing issued share capital of DGS.
-- Further details of the Offer will be set out in the Offer
Document which will be sent to DGS Shareholders within 28 days of
this Announcement.
The Offer will be subject to the Conditions and certain further
terms of the Offer set out in Appendix I to this Announcement and
to be set out in the Offer Document and the Form of Acceptance.
Appendix II contains details of the irrevocable undertakings given
to TRGI. Appendix III sets out the source and bases of certain
financial and other information contained in this Announcement.
Appendix IV contains the definitions of certain terms used in this
Announcement.
Shareholders should note that DGS is not a company that is
subject to the City Code on Takeovers and Mergers and accordingly,
Shareholders will not receive the protections afforded by the City
Code other than those afforded by the General Principles of the
City Code which the DGS Board has opted to adopt voluntarily in its
conduct regarding the Offer.
In particular, the DGS Board has confirmed to TRGI that it does
not intend to require the announcements pursuant to Rule 8 of the
City Code containing the details of interests or short positions
in, or rights to subscribe for, any relevant securities of a party
to an offer and announcements pursuant to Rule 8 of the City Code
containing details of dealings in interests in relevant securities
of a party to an offer (as referred to in the City Code) to be made
by Shareholders in accordance with Rule 8 of the City Code.
Shareholders are reminded that public disclosures consistent with
the provision of Rule 8.3 of the City Code should not be e-mailed
to the Panel on Takeovers and Mergers.
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including its
Appendices).
Enquiries:
Digital Globe Services, Tel: +1 253 750
Ltd. 4772
Andrew Lear
Opus Corporate Finance Tel: + 44 20 7025
LLP 3600
(Financial Adviser to
TRGI)
Malcolm Strang
Finn O'Driscoll
The Resource Group International Tel: +1 202 289
Limited 9898
Mark Ayling
Panmure Gordon (UK) Limited Tel:+ 44 20 7886
(Independent Financial 2500
Adviser, Nominated Adviser
and broker to DGS)
Karri Vuori
Andrew Godber
James Greenwood
William Wickham
Alma PR
Josh Royston Tel: +44 7780
Hilary Buchanan 90 1979
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 Shareholders holding DGS 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 intends to despatch shortly to
Shareholders, persons with information rights and, for information
only, to participants in the DGS Share Incentive Schemes.
Please be aware that addresses, electronic addresses and certain
other information provided by Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from DGS may be provided to TRGI
during the Offer Period.
Opus Corporate Finance LLP, which is authorised and 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. Opus
Corporate Finance LLP has given, and not withdrawn, its consent to
the inclusion in this Announcement of the references to its name
and the advice it has given to TRGI in the form and context in
which they appear.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for DGS and no one else in connection with the Offer
and will not be responsible to anyone other than DGS 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 has given, and not withdrawn, its
consent to the inclusion in this Announcement of the references to
its name and the advice it has given to DGS in the form and context
in which they appear.
Forward looking statements
This Announcement, oral statements made regarding the Offer, and
other information published by TRGI and DGS and the Independent
Directors contain statements that are or may be deemed to be
"forward-looking statements". These statements are prospective in
nature and are not based on historical facts, but rather on the
current expectations of the management of TRGI and/or DGS and/or
the Independent Directors about future events and are naturally
subject to uncertainty and changes in circumstances which could
cause actual events to differ materially from the future events
expected or implied by the forward-looking statements. The
forward-looking statements contained herein include statements
about the expected effects of the Offer on TRGI and/or DGS, the
expected timing and scope of the Offer, synergies, other strategic
options and all other statements in this Offer Document other than
historical facts. Forward looking statements may (but will not
always) include, without limitation, statements typically
containing words such as "targets", "plans", "aims", "intends",
"expects", "anticipates", "believes" "estimates", "will", "may",
"budget", "forecasts" and "should" and words or terms of similar
import. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. These forward-looking
statements are not guarantees of future performance and have not
been reviewed by the auditors of TRGI or DGS. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the
satisfaction of the Conditions to the Offer, as well as additional
factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating
initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation, government
actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those projected or implied
in the forward-looking statements.
Investors should not place undue reliance on any forward-looking
statements and none of TRGI, any member of the TRGI Group, nor DGS,
any member of the DGS Group, nor the DGS Directors or TRGI
Directors, nor any of their respective advisers, associates,
directors or officers undertakes any obligation to update publicly,
expressly disclaim or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required, or provides any representation,
assurance or guarantee that the occurrence of events expressed or
implied in any forward looking statement in this Announcement will
actually occur.
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for DGS for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for DGS.
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 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 or
Japan 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
or Japan 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 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.
Purchases outside the Offer
TRGI or its nominees or brokers (acting as agents) may purchase
DGS Shares otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases
shall comply with the rules of the London Stock Exchange.
Publication of this Announcement
A copy of this Announcement and certain display documents 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 the Business Day after the 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.
A hard copy of this Announcement will be sent by DGS to
Shareholders and persons with information rights (other than such
Shareholders or persons with information rights who have elected to
receive electronic communications).
The Market Abuse Regulations
The Market Abuse Regulations (MAR) became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the Offer with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to DGS and its securities. This Announcement contains
inside information. The person responsible for arranging release of
this Announcement on behalf of TRGI is Mark Ayling.
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
21 October 2016
Recommended Cash Offer
for
Digital Globe Services, Ltd.
by
The Resource Group International Limited
1. Introduction
The Independent Directors and TRGI are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer for DGS by TRGI pursuant to which TRGI will offer to acquire
the entire issued and to be issued ordinary share capital of DGS
not already owned by TRGI or persons acting in concert with it.
2. The Offer
Under the terms of the Offer, which will be subject to the
Conditions and further terms set out in Appendix I to this
Announcement and to the further terms to be set out in the Offer
Document and, in respect of DGS Shares in certificated form, the
Form of Acceptance, Shareholders shall be entitled to receive:
for each DGS Share: 60 pence in cash
The Offer values the entire issued and to be issued share
capital of DGS at approximately GBP18.0 million, and represents a
premium of approximately:
-- 81.8 per cent. to the Closing Price of 33 pence per DGS Share
on 20 October 2016, being the last Business Day prior to the date
of this Announcement; and
-- 32.8 per cent. to the average Closing Price of 45 pence per
DGS Share for the three month period to 20 October 2016, being the
last Business Day prior to the date of this Announcement.
The Offer will extend to all DGS Shares unconditionally allotted
or issued and fully paid on the date of the Offer and any DGS
Shares which are unconditionally allotted or issued and fully paid
(including pursuant to the exercise of options under the DGS Share
Incentive Schemes) whilst the Offer remains open for acceptance or
by such earlier date as TRGI may decide, not being earlier than the
date on which the Offer becomes unconditional as to
acceptances.
DGS Shares acquired pursuant to the Offer will be acquired fully
paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights
attaching thereto as at and from the date of acquisition, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date that the Offer becomes or is declared
unconditional in all respects.
Shareholders should note that DGS is a Bermuda registered
company and is not subject to the City Code on Takeovers and
Mergers and accordingly, Shareholders will not receive the
protections afforded by the City Code other than those afforded by
the General Principles of the City Code which the DGS Board has
opted to adopt voluntarily in its conduct regarding the Offer.
In particular, the DGS Board has confirmed to TRGI that it does
not intend to require the announcements pursuant to Rule 8 of the
City Code containing the details of interests or short positions
in, or rights to subscribe for, any relevant securities of a party
to an offer and announcements pursuant to Rule 8 of the City Code
containing details of dealings in interests in relevant securities
of a party to an offer (as referred to in the City Code) to be made
by Shareholders in accordance with Rule 8 of the City Code.
Shareholders are reminded that public disclosures consistent with
the provision of Rule 8.3 of the City Code should not be e-mailed
to the Panel on Takeovers and Mergers.
3. Recommendation
The Independent Directors, who have been so advised by Panmure
Gordon, consider the terms of the Offer to be fair and reasonable.
In providing advice to the Independent Directors, Panmure Gordon
has taken into account the commercial assessments of the
Independent Directors. Panmure Gordon is providing independent
financial advice to the Independent Directors in respect of the
Offer.
Accordingly, the Independent Directors intend to recommend
unanimously that Shareholders accept the Offer and vote in favour
of the Delisting Resolution.
The Relationship Agreement entered into in connection with the
original admission of the DGS Shares to trading on AIM prevents
TRGI, without the prior consent of Panmure Gordon, from acquiring
an interest in DGS Shares where such interest would mean that the
aggregate interest of TRGI and its associates exceeds 75 per cent.
of the total voting rights of the share capital of DGS. Panmure
Gordon has consented to TRGI acquiring such an interest pursuant to
the Offer (including by way of market or other private purchases).
The Relationship Agreement terminates upon Delisting.
4. Information on TRGI
TRGI is an investment holding company specialising in enterprise
services, business process outsourcing and technology businesses.
TRGI is incorporated in Hamilton, Bermuda and has a registered
office in Hamilton, Bermuda.
The TRGI executive team has longstanding experience in assisting
business process outsourcing companies such as DGS in creating
sustainable value over the longer term and TRGI believes it is well
placed to assist DGS as it continues to develop and execute its
longer-term strategy.
TRGI's portfolio currently includes multiple companies around
the world, including DGS, across the business process outsourcing
sector. TRGI currently has an interest in 13,858,971 DGS Shares,
representing 46.31 per cent. of the issued share capital of DGS
(which TRGI Shares are not subject to the Offer).
Opus is acting as financial adviser to TRGI.
5. Information on DGS
DGS is a provider of outsourced customer acquisition solutions
principally to large, consumer-facing organisations and to clients
offering products or services to business users. With its
management team headquartered in Denver, Colorado, DGS has
operations in 5 countries, employing more than 700 employees.
In the financial year ended 30 June 2016, DGS achieved turnover
of US$47.8m and net loss of US$4.9m
Further information relating to DGS will be contained in the
Offer Document.
Panmure Gordon, which is DGS's Nominated Adviser and broker, is
acting as independent financial adviser to DGS in connection with
the Offer.
6. Current trading and prospects of DGS
In its final results for the year ended 30 June 2016, DGS made
the following statement: "In the coming year we look forward to
aggressively pursuing our three pillars of growth expanding within
the existing client base, extending our business into new
geographies and expanding in new, relevant verticals. The company
has reacted decisively to align the business to service more
effectively its core clients and we continue to invest in
technology innovation to capture additional opportunities in other
verticals and geographies, especially through the growth of our
7degrees business. We have maintained growth throughout the year
and expect to accelerate this momentum in the year ahead".
The Independent Directors do not anticipate DGS paying any
dividend or making any other distribution during the Offer Period,
but to the extent that it does TRGI will have the right to reduce
the Offer Price by the amount of any such dividend or other
distribution which is paid or becomes payable by DGS to
Shareholders.
7. Background to and reasons for the Offer
DGS, which was originally a wholly-owned subsidiary of TRGI,
listed on AIM in February 2013 at a listing price of 159 pence per
DGS Share. The purpose of the listing was to provide access to
capital and raise the profile of DGS and accelerate the expansion
of DGS's business to new geographical markets and industry
verticals.
Since listing on AIM, DGS has grown turnover from US$25.5m in
the financial year ended 30 June 2013 to US$47.8m in the financial
year ended 30 June 2016 while over the same period, Adjusted EBITDA
has fallen from US$4.0m in the financial year ended 30 June 2013 to
US$2.5m in the financial year ended 30 June 2016 due to gross
margin and cost pressures. DGS has also experienced difficult
trading conditions in recent years with merger activity amongst its
key customers curtailing spending. Consequently, the price of DGS
Shares has fallen from 159 pence per share at listing to a Closing
Price of 33 pence per DGS Share on the Business Day immediately
prior to the date of this Announcement.
TRGI believes that it is likely to take a long period of time
with the need for a substantial over-delivery compared to forecast
in the financial results and positive trading updates to rebuild
the market's confidence in DGS and for the price of the DGS Shares
to recover significantly.
TRGI believes that the Offer presents an opportunity for
Shareholders to realise a significant premium in cash to the
Closing Price of 33 pence per DGS Share on the Business Day
immediately prior to the date of this Announcement. Given the
concentration of shareholdings amongst a small number of
Shareholders and the relatively low liquidity in DGS Shares, TRGI
believes that the Offer presents an opportunity for Shareholders to
crystallise cash value for their shareholdings in full which is not
likely to be achieved in the short to medium term if DGS were to
remain independent and listed on AIM.
TRGI sees potential in DGS and believes that it is an excellent
partner for DGS during the next phase of its development. It
believes that DGS's ability to achieve its future growth potential,
both organic and inorganic, will be enhanced under its
ownership.
In conclusion, TRGI believes retaining its listing on AIM is of
little benefit to DGS and that it imposes significant financial and
administrative costs on DGS. Accordingly, it is making the Offer in
order to give Shareholders the opportunity to realise a fair value
for their DGS Shares in cash.
8. Background to and reasons for the Recommendation
The Independent Directors believe that the Offer presents an
opportunity for Shareholders to realise a significant premium in
cash to the Closing Price per DGS Share of 33 pence on 20 October
2016 (being the last Business Day prior to the date of this
Announcement), as well as a significant premium to the average
Closing Price per DGS Share of 45 pence for the three months ended
on 20 October 2016.
Given the concentration of shareholdings amongst a small number
of Shareholders and relative lack of liquidity in DGS Shares, the
Independent Directors believe that the Offer presents an
opportunity for Shareholders to crystallise value for their
shareholdings which may not be achieved in the short term if DGS
were to remain independent and quoted on AIM.
TRGI intends to cancel the admission of the DGS Shares to
trading on AIM following completion of the Offer. The Delisting
will significantly reduce liquidity and marketability of DGS
Shares. Further details of the Delisting Resolution are set out in
paragraph 10 of this Announcement. Subject to the Offer becoming or
being declared wholly unconditional on the First Closing Date, it
is intended that the Delisting will take place on or around 30
November 2016.
Following careful consideration of the above factors, the
Independent Directors believe that the Offer Price of 60 pence per
DGS Share in cash provides attractive value and certainty to
Shareholders.
The Independent Directors are those of the DGS Directors who are
fully independent of TRGI, being Simon Lee (Senior Independent
Director), David Flowers (non-executive director) and Anthony
Watson (non-executive director).
9. Arrangements with Jeffrey Cox, CEO of DGS
TRGI has agreed with Jeffrey Cox, the Chief Executive Officer of
DGS, that he will retain his shareholding in DGS following
completion of the Offer.
Accordingly, Mr Cox has irrevocably undertaken to TRGI that he
will not accept the Offer, and that he will vote in favour of the
Delisting Resolution, in respect of the 3,871,836 DGS Shares in
which he is interested representing, in aggregate, 12.94 per cent.
of the existing issued share capital of DGS. In addition, Mr Cox
has undertaken to TRGI that he will not dispose of his DGS Shares
for six months from the date when the Offer becomes or is declared
wholly unconditional, other than upon Mr Cox's death, in accordance
with a court order or with the consent of TRGI.
Mr Cox will continue to work with the DGS Group in accordance
with his existing terms of engagement.
10. Cancellation of admission to AIM and compulsory acquisition of minority Shareholders
TRGI believes that having an AIM quotation is of little benefit
to DGS and that it imposes significant financial and administrative
costs on DGS. Accordingly, it has been agreed that DGS will convene
the General Meeting at which a resolution will be proposed to
approve the cancellation of the admission of the DGS Shares to
trading on AIM in accordance with Rule 41 of the AIM Rules and the
bye-laws of DGS.
The Delisting Resolution requires the consent of not less than
75 per cent. of votes cast by Shareholders at the General Meeting,
either in person or by proxy. TRGI has received irrevocable
undertakings to vote (or procure the vote) in favour of the
Delisting Resolution in respect of a total of 6,386,336 DGS Shares,
representing, in aggregate, approximately 21.34 per cent. of DGS's
existing issued share capital and intends to vote in favour of the
Delisting Resolution in respect of the 13,858,971 DGS Shares in
which it is interested, representing 46.31 per cent. of DGS's
existing issued share capital. Accordingly, TRGI will either itself
vote, or has received irrevocable undertakings to vote (or procure
the vote of) 20,245,307 DGS Shares, representing 67.65 per cent. of
the existing issued share capital of DGS, in favour of the
Delisting Resolution. A notice convening the General Meeting at
which the Delisting Resolution will be proposed, together with a
form of proxy, will be sent to Shareholders with the Offer
Document.
If the Delisting Resolution is not passed, but TRGI receives
valid acceptances under the Offer in respect of, and/or otherwise
acquires, such number of DGS Shares as would, together with the DGS
Shares in which TRGI is already interested, result in TRGI being
interested in DGS Shares representing, in excess of 75 per cent. of
the issued share capital of DGS, then TRGI would seek to procure
that the admission of the DGS Shares to trading on AIM is cancelled
in accordance with Rule 41 of the AIM Rules as soon as practicable
after the Offer has become or is declared wholly unconditional.
In accordance with AIM Rule 41, DGS hereby gives notice of the
intended Delisting which, subject to the Delisting Resolution being
passed and the Offer becoming or being declared wholly
unconditional in all respects, is expected to take place on or
around 30 November 2016 (being at least five Business Days after
the First Closing Date assuming that the Offer has become or been
declared wholly unconditional in all respects) and no earlier than
7:00 a.m. on 17 November 2016.
DGS will provide further details of the Delisting timetable in
due course. The Delisting Resolution is conditional upon the Offer
becoming or being declared unconditional in all respects. If the
Conditions of the Offer are not met or waived by TRGI the Delisting
will not take place. The Offer will be conditional upon the passing
of the Delisting Resolution at the General Meeting (unless such
condition is waived by TRGI).
The Delisting will significantly reduce the liquidity and
marketability of DGS Shares.
If TRGI receives acceptances under the Offer in respect of such
number of DGS Shares as would, together with the DGS Shares in
which TRGI is already interested, result in TRGI being interested
in at least 95% of the issued share capital of DGS, and assuming
that all of the other Conditions have been satisfied or waived (if
capable of being waived), TRGI would ordinarily, subject to and in
accordance with Bermuda law, be entitled to acquire compulsorily
the remaining DGS Shares on the same terms as the Offer. However,
because Jeffrey Cox has irrevocably undertaken not to accept the
Offer in respect of the DGS Shares held by Mr Cox which represent
12.94 per cent. of the DGS Shares in issue, TRGI will not as a
result of the Offer acquire a sufficient percentage of the issued
DGS Shares to entitle it to effect such compulsory acquisition.
If the Offer becomes or is declared wholly unconditional and
Delisting occurs, Shareholders who have not validly accepted the
Offer will be shareholders in an unlisted Bermuda registered
company with no ready or liquid market for their DGS Shares and no
right for their DGS Shares to be compulsorily acquired by TRGI.
11. Irrevocable undertakings
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 8.17 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 6,386,336 DGS Shares,
representing in aggregate, approximately 21.34 per cent. of DGS's
existing issued share capital.
Such irrevocable undertakings are comprised as follows:
-- Jeffrey Cox has irrevocably undertaken not to accept the
Offer and to retain his holding of DGS Shares, and to vote in
favour of the Delisting Resolution, in respect of his entire
beneficial holding amounting to, in aggregate, 3,871,836 DGS
Shares, representing approximately 12.94 per cent. of the existing
issued share capital of DGS. Mr Cox's irrevocable undertaking will
continue to be binding even in the event of a higher offer for DGS.
In addition, Mr Cox has undertaken to TRGI that he will not dispose
of his DGS Shares for six months from the date when the Offer
becomes or is declared wholly unconditional, other than upon Mr
Cox's death, in accordance with a court order or with the consent
of TRGI;
-- certain institutional Shareholders have irrevocably
undertaken to accept the Offer and vote in favour of the Delisting
Resolution (or in the case of Investec Asset Management Limited,
accept the Offer or use reasonable efforts to procure the
acceptance of the Offer, and to vote, or use reasonable efforts to
procure the vote, in favour of the Delisting Resolution) in respect
of 2,445,500 DGS Shares representing, in aggregate, 8.17 per cent.
of the existing issued share capital of DGS. Such irrevocables
cease to be binding in the event of a higher offer for DGS at a
price per DGS Share of 66 pence or greater; and
-- David Flowers, a DGS Director, has irrevocably undertaken to
vote in favour of the Delisting Resolution, in respect of his
entire beneficial holding amounting to, in aggregate, 69,000 DGS
Shares, representing approximately 0.23 per cent. of the existing
issued share capital of DGS. As Mr Flowers is resident in the
United States, which is a Restricted Jurisdiction into which TRGI
does not expect to make the Offer, Mr Flowers has not been asked to
give an irrevocable undertaking to accept the Offer in respect of
his DGS Shares.
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 current
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 Trustee holds 2,146,649 DGS Shares (representing 7.17 per
cent. of the issued share capital of DGS) on trust to be applied in
satisfaction of the exercise of options granted under the DGS Share
Incentive Schemes. The deed constituting such trust provides that
the Trustee may only vote on Shareholder resolutions if directed to
do so by DGS. DGS has irrevocably undertaken to TRGI that it will
not without TRGI's consent direct that the Trustee may vote on the
Delisting Resolution. If, after the date of this Announcement, the
Trustee was to provide an irrevocable undertaking to TRGI to vote
in favour of the Delisting Resolution in respect of the DGS Shares
that it holds, TRGI would consent to DGS directing that the Trustee
may vote on the Delisting Resolution for those purposes.
Further details of the irrevocable undertakings received by TRGI
are set out in Appendix II to this Announcement.
12. Conditions to the Offer
The Offer will be conditional upon:
-- valid acceptances being received in respect of DGS Shares
which, together with the DGS Shares held, acquired or agreed to be
acquired before such time(s), will result in the TRGI Group and any
person acting in concert with it holding DGS Shares constituting
more than 75 per cent. (or such lesser percentage as TRGI may
decide, but not less than 50 per cent.) of the voting rights and
issued share capital of DGS;
-- the Delisting Resolution being passed (which may be waived by TRGI); and
-- fulfilment of the other Conditions listed in Appendix I to
this Announcement and to be listed in the Offer Document.
The detailed Conditions (and the extent to which any of these
are capable of being waived at the sole discretion of TRGI) are set
out in Appendix I and will be set out in full detail in the Offer
Document.
13. Financing the Offer
The consideration payable under the Offer will be funded
entirely by TRGI from its existing funds, with no requirement for
any funding from third party providers of finance.
Opus, financial adviser to TRGI, is satisfied that sufficient
resources are available to satisfy in full the cash consideration
payable to shareholders under the terms of the Offer. Such cash
confirmation is provided on the basis that DGS does not and is not
required to issue any DGS Shares to satisfy any requirements of the
DGS Share Incentive Schemes and, if so required, such DGS Shares
will instead be transferred to option holders under the DGS Share
Incentive Schemes from the existing holding of DGS Shares held by
the Trustee which are otherwise subject to the Offer.
14. Structure of the Offer
It is intended that the Offer will be implemented by means of a
takeover offer.
TRGI reserves the right to effect the Offer by way of a merger,
amalgamation or scheme of arrangement under Bermuda law. Any such
merger, amalgamation or scheme of arrangement would be implemented
on the same terms (subject to appropriate amendment) as the Offer.
References to the Offer and the Offer Document in this Announcement
shall include, where applicable, any such merger, amalgamation or
scheme of arrangement.
The Offer will not extend to DGS Shares held in treasury, save
to the extent that such DGS Shares are transferred out of
treasury.
15. Management, Employees and Strategy
TRGI holds in very high regard the achievements and expertise of
DGS's management and employees. Accordingly, TRGI has given
assurances to the Independent Directors that, upon the Offer
becoming or being declared unconditional in all respects, the
existing employment rights of all DGS employees will continue to be
safeguarded and their accrued rights to benefits protected. TRGI's
plans do not involve any material change to the conditions of
employment of DGS's employees, nor are there any current plans to
change the principal locations of DGS's business or redeploy the
fixed assets of DGS. TRGI intends to support the business of the
DGS Group in continuing to develop, execute and, if possible,
accelerate management's existing short-term and longer-term growth
strategies, and may also consider and execute upon alternative
growth strategies that are generated or otherwise arise such as
acquisitions, financings, and joint ventures.
TRGI holds in very high regard the experience, expertise and
guidance of the DGS Board. Accordingly, upon the Offer becoming or
being declared unconditional in all respects, TRGI intends to
retain the DGS Board subject to their existing terms of
engagement.
The arrangements between TRGI and Jeffrey Cox, the Chief
Executive Officer of DGS, are set out in paragraph 9 above.
16. DGS Share Option Schemes
The Offer extends to any DGS Shares which are unconditionally
allotted or issued whilst the Offer remains open for acceptance (or
by such earlier time(s) and/or date(s) as TRGI may determine) as a
result of the exercise of options or other awards granted under the
DGS Share Incentive Schemes (subject to any restrictions in respect
of the holders of such options, who are resident in a Restricted
Jurisdiction).
As soon as practicable after the despatch of the Offer Document,
TRGI will make appropriate proposals to participants in the DGS
Share Incentive Schemes (subject to any restrictions in respect of
the holders of such options, who are resident in a Restricted
Jurisdiction).
To the extent that options granted under the DGS Incentive
Schemes have an exercise price above the Offer Price, TRGI will not
make an offer equivalent to the Offer to the holders of such
options.
Participants in the DGS Share Incentive Schemes will receive
further details on the effect of the Offer on their outstanding
options in the separate letters which will be despatched to them by
DGS in due course.
17. Disclosure of interests in relevant securities
As at the close of business on 20 October 2016, being the latest
practicable date before this Announcement, TRGI and parties acting
in concert with TRGI had the following interests in DGS Shares:
Name Nature of Interest DGS Shares Percentage of
issued DGS Shares
TRGI Owner of DGS Shares 13,858,971 46.31%
Jeffrey Cox Owner of DGS Shares 3,871,836 12.94%
Save for the DGS Shares referred to in the table above, neither
TRGI, nor any of TRGI's directors, nor any member of the TRGI
Group, nor so far as they are aware, any person acting in concert
with TRGI, owns or controls or has any interests in securities in
any DGS Shares (including pursuant to any long exposure, whether
conditional or absolute, to changes in the prices of securities) or
any rights to subscribe for or purchase or any option to acquire or
any obligation to take delivery of, any DGS Shares or has entered
into any derivatives referenced to DGS Shares or which result in
that person holding a long position in securities related to DGS
Shares ("Relevant DGS Securities") which remain outstanding, nor
does any such person hold any short positions in relation to
Relevant DGS Securities (whether conditional or absolute and
whether in the money or otherwise) including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase Relevant
DGS Securities. Neither TRGI nor, so far as it is aware, any person
acting in concert with TRGI, is a party in relation to any
arrangement in respect of any Relevant DGS Securities other than as
described therein. For these purposes an "arrangement" includes any
indemnity or option arrangement and any agreement or understanding,
formal or informal, of whatever nature, relating to Relevant DGS
Securities which may be an inducement to deal or refrain from
dealing in such securities. Neither TRGI nor, so far as it is
aware, any person acting in concert with TRGI, has borrowed or lent
any Relevant DGS Securities.
18. Expected timetable for posting of the Offer Document
TRGI intends that the Offer Document, containing further
information about the Offer, the terms and conditions of the Offer
and a notice convening the General Meeting, together with a form of
proxy for use at the General Meeting, will be published within 28
days of this Announcement and will be made available on DGS's
website at www.dgsworld.com and TRGI's website at
www.trgworld.com/DGSoffer.
19. Offer related arrangements
On 14 October 2016 TRGI and DGS entered into a confidentiality
agreement pursuant to which TRGI agreed to keep confidential
certain information disclosed by DGS to TRGI in connection with the
proposed Offer.
20. Documents on display
Copies of the following documents will be available, by no later
than 12 noon on the Business Day following the date of this
Announcement, on DGS's website at www.dgsworld.com and TRGI's
website at www.trgworld.com/DGSoffer :
-- a copy of this Announcement;
-- the irrevocable undertakings and letter of intent referred to in paragraph 11 above; and
-- the confidentiality agreement referred to in paragraph 19 above.
21. General
The Offer will comply with the applicable rules and regulations
of the AIM Rules and the requirements of the London Stock
Exchange.
There are no agreements or arrangements to which TRGI is a party
which relate to the circumstances in which it may or may not invoke
or seek to invoke a Condition.
The Offer will be subject to the Conditions and certain further
terms of the Offer set out in Appendix I to this Announcement and
to be set out in the Offer Document and Form of Acceptance.
Appendix II sets out details of the irrevocable undertakings
received by TRGI in respect of the Offer. Appendix III sets out the
source and bases of certain financial and other information
contained in this Announcement. Appendix IV contains the
definitions of certain terms used in this Announcement.
If the Offer lapses then not only will the Offer cease to be
capable of further acceptance but also Shareholders and TRGI will
thereafter cease to be bound by prior acceptances of the Offer.
Enquiries:
Digital Globe Services, Tel: +1 253 750
Ltd. 4772
Andrew Lear
Opus Corporate Finance Tel: + 44 20 7025
LLP 3600
(Financial Adviser to
TRGI)
Malcolm Strang
Finn O'Driscoll
The Resource Group International Tel: +1 202 289
Limited 9898
Mark Ayling
Panmure Gordon (UK) Limited Tel:+ 44 20 7886
(Independent Financial 2500
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 Shareholders holding DGS 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 intends to despatch shortly to
Shareholders, persons with information rights and, for information
only, to participants in the DGS Share Incentive Schemes.
Please be aware that addresses, electronic addresses and certain
other information provided by Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from DGS may be provided to TRGI
during the Offer Period.
Opus Corporate Finance LLP, which is authorised and 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. Opus
Corporate Finance LLP has given, and not withdrawn, its consent to
the inclusion in this Announcement of the references to its name
and the advice it has given to TRGI in the form and context in
which they appear.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for DGS and no one else in connection with the Offer
and will not be responsible to anyone other than DGS 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 has given, and not withdrawn, its
consent to the inclusion in this Announcement of the references to
its name and the advice it has given to DGS in the form and context
in which they appear.
Forward looking statements
This Announcement, oral statements made regarding the Offer, and
other information published by TRGI and DGS and the Independent
Directors contain statements that are or may be deemed to be
"forward-looking statements". These statements are prospective in
nature and are not based on historical facts, but rather on the
current expectations of the management of TRGI and/or DGS and/or
the Independent Directors about future events and are naturally
subject to uncertainty and changes in circumstances which could
cause actual events to differ materially from the future events
expected or implied by the forward-looking statements. The
forward-looking statements contained herein include statements
about the expected effects of the Offer on TRGI and/or DGS, the
expected timing and scope of the Offer, synergies, other strategic
options and all other statements in this Offer Document other than
historical facts. Forward looking statements may (but will not
always) include, without limitation, statements typically
containing words such as "targets", "plans", "aims", "intends",
"expects", "anticipates", "believes" "estimates", "will", "may",
"budget", "forecasts" and "should" and words or terms of similar
import. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. These forward-looking
statements are not guarantees of future performance and have not
been reviewed by the auditors of TRGI or DGS. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the
satisfaction of the Conditions to the Offer, as well as additional
factors, such as changes in economic conditions, changes in the
level of capital investment, success of business and operating
initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in
interest and exchange rates, the outcome of litigation, government
actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those projected or implied
in the forward-looking statements.
Investors should not place undue reliance on any forward-looking
statements and none of TRGI, any member of the TRGI Group, nor DGS,
any member of the DGS Group, nor the DGS Directors or TRGI
Directors, nor any of their respective advisers, associates,
directors or officers undertakes any obligation to update publicly,
expressly disclaim or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required, or provides any representation,
assurance or guarantee that the occurrence of events expressed or
implied in any forward looking statement in this Announcement will
actually occur.
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for DGS for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for DGS.
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 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 or
Japan 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
or Japan 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 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.
Purchases outside the Offer
TRGI or its nominees or brokers (acting as agents) may purchase
DGS Shares otherwise than under the Offer, such as in the open
market or through privately negotiated purchases. Such purchases
shall comply with the rules of the London Stock Exchange.
Publication of this Announcement
A copy of this Announcement and certain display documents 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.
A hard copy of this Announcement will be sent by DGS to
Shareholders and persons with information rights (other than such
Shareholders or persons with information rights who have elected to
receive electronic communications).
The Market Abuse Regulations
The Market Abuse Regulations (MAR) became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the Offer with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this Announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to DGS and its securities. This Announcement contains
inside information. The person responsible for arranging release of
this Announcement on behalf of TRGI is Mark Ayling.
Appendix I
Conditions and Certain Further Terms of the Offer
PART 1: CONDITIONS OF THE OFFER
The Offer will be conditional upon:
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by not later than 1.00 p.m. (London
time) on the First Closing Date of the Offer (or such later time(s)
and/or date(s) as TRGI may decide, provided that any extension
beyond the date which is 60 days from the date of publication of
the Offer Document must be approved by the Independent Directors
save where a firm intention to make an offer for the DGS Shares is
announced by a third party whereupon TRGI may, at its discretion,
extend such closing date to a date no later than that applicable to
such third party offer from time to time) in respect of such number
of DGS Shares which, together with the DGS Shares held, acquired,
or agreed to be acquired before such time (whether pursuant to the
Offer or otherwise), will result in the TRGI Group and any persons
acting in concert with them holding DGS Shares carrying, in
aggregate, more than 75 per cent. of the voting rights then
normally exercisable at a general meeting of DGS and more than 75
per cent. in nominal value of the issued share capital of DGS (or,
in each case, such lesser number of DGS Shares as TRGI may decide,
but not less than such number of DGS Shares as carries 50 per cent.
of the voting rights then normally exercisable at a general meeting
of DGS), including for this purpose any such voting rights
attaching to DGS Shares that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
For the purposes of this Condition:
(i) DGS Shares which have been unconditionally allotted but not
issued before the Offer becomes, or is declared, unconditional as
to acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights they will carry upon issue; and
(ii) DGS Shares (if any) that cease to be held in treasury
before the Offer becomes or is declared unconditional as to
acceptances are DGS Shares to which the Offer relates.
(b) the Delisting Resolution having been passed without material
amendment at the General Meeting or any adjournment of the General
Meeting;
(c) no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body,
authority, court, trade agency, association or institution or
professional or environmental body in any jurisdiction in which the
DGS Group carries on business (each a "Third Party") having
instituted, implemented or threatened or having announced its
intention to institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or reference or having
required any action to be taken or information to be provided or
otherwise having done anything or having made, proposed or enacted
any statute, regulation, order or decision or having done anything
which would or might reasonably be expected to:
(i) make the Offer or its implementation, or the acquisition or
the proposed acquisition by TRGI of any shares or other securities
in, or control of, DGS or any of its subsidiaries or subsidiary
undertakings void, illegal or unenforceable under the laws of any
jurisdiction, or otherwise directly or indirectly materially
restrain, prohibit, restrict, prevent or delay the same to a
material extent or impose additional materially adverse conditions
or financial or other obligations with respect thereto, or
otherwise materially challenge or interfere therewith;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the DGS Group of all or any material portion of
their respective businesses, assets or property, or (to an extent
which is material in the context of the Offer or the DGS Group
taken as a whole) impose any limit on the ability of any of them to
conduct their respective businesses (or any of them) or to own or
control any of their respective assets or properties or any part
thereof;
(iii) impose any material limitation on, or result in any
material delay in, the ability of TRGI or any member of the TRGI
Group to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of DGS Shares or any
shares, loans or securities convertible into DGS Shares or to
exercise voting or management control over any member of the DGS
Group in any such case which is material in the context of the DGS
Group taken as a whole;
(iv) save pursuant to the Offer, require any member of the TRGI
Group and/or any member of the DGS Group to acquire or offer to
acquire or repay any shares or other securities in and/or
indebtedness of any member of the DGS Group owned by or owed to any
Third Party in circumstances which would impose on any member of
the TRGI Group or any member of the DGS Group a liability which is
material in the context of the DGS Group taken as a whole;
(v) result in a material delay in the ability of TRGI, or render
it unable, to acquire some or all of the DGS Shares to which the
Offer relates;
(vi) require a divestiture by TRGI or any member of the TRGI
Group of any shares or other securities (or the equivalent) in DGS
to an extent in any such case which is material to TRGI in the
context of the Offer;
(vii) result in any member of the TRGI Group or the DGS Group
ceasing to be able to carry on business under any name which it
presently does so to an extent which is material in the context of
the TRGI Group taken as a whole or, as the case may be, the DGS
Group taken as a whole; or
(viii) otherwise adversely affect any or all of the businesses,
assets or profits or financial or trading position of any member of
the DGS Group or TRGI Group to an extent which is material in the
context of the Offer or the DGS Group taken as a whole,
and all applicable waiting and other time periods during which
any Third Party could institute, implement or threaten any such
action, proceedings, suit, investigation, enquiry or reference
under the laws of any jurisdiction in which DGS carries on
business, having expired, lapsed or been terminated;
(d) all necessary filings and applications having been made and
all necessary waiting and other time periods (including any
extensions thereof) under any applicable legislation or regulations
of any jurisdiction in which any member of the DGS Group carries on
business having expired, lapsed or been terminated and all
statutory or regulatory obligations in any jurisdiction in which
any member of the DGS Group carries on business having been
complied with in each case as may be necessary in connection with
the Offer and its implementation or the acquisition or proposed
acquisition by TRGI of any shares or other securities in, or
control of, DGS or any member of the DGS Group, and all
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, certificates, permissions and approvals
("Authorisations") which are material and necessary or appropriate
for, or in respect of, the Offer or the acquisition or proposed
acquisition by TRGI of any shares or other securities in, or
control of, DGS or any member of the DGS Group or the carrying on
by any member of the DGS Group of its business or in relation to
the affairs of any member of the DGS Group having been obtained in
terms and in a form reasonably satisfactory to TRGI from all
appropriate Third Parties or persons with whom any member of the
DGS Group has entered into material contractual arrangements and
all such Authorisations remaining in full force and effect and all
filings necessary for such purpose having been made and there being
no notice or written intimation of any intention to revoke,
suspend, restrict or amend or not renew the same at the time at
which the Offer becomes or is declared wholly unconditional and
there being no indication that the renewal costs of any
Authorisation might be materially higher than the renewal costs for
the current Authorisation in each case where the absence of such
Authorisation would have a material adverse effect on the DGS Group
taken as a whole;
(e) except as publicly announced by DGS prior to 20 October 2016
through a Regulatory Information Service (a "RIS") or disclosed in
writing to TRGI or its advisers prior to 20 October 2016 or as
disclosed in the annual report and accounts of DGS for the year
ended 30 June 2015, there being no provision of any arrangement,
agreement, licence or other instrument to which any member of the
DGS Group is a party or by or to which any such member or any of
its respective assets is or are or may be bound, entitled or
subject or any circumstance which, in consequence of the making or
implementation of the Offer or the proposed acquisition of any
shares or other securities in, or control of, DGS by TRGI, or
because of a change in the control or management of DGS or
otherwise, could reasonably be expected to result in (to an extent
which is material in the context of the DGS Group taken as a
whole):
(i) any indebtedness or liabilities actual or contingent of, or
any grant available to, any member of the DGS Group being or
becoming repayable or capable of being declared repayable
immediately or prior to its stated maturity or the ability of any
such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or capable of being withdrawn or
inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property, assets or interests of any member of the DGS
Group or any such security (whenever created, arising or having
arisen) being enforced or becoming enforceable;
(iii) any such arrangement, agreement, licence or instrument or
the rights, liabilities, obligations, or interests of any member of
the DGS Group under any such arrangement, agreement, licence or
instrument (or any arrangement, agreement, licence or instrument
relating to any such right, liability, obligation, interest or
business) or the interests or business of any such member in or
with any other person, firm, company or body being or becoming
capable of being terminated or adversely modified or adversely
affected or any materially adverse action being taken or any
onerous obligation or liability arising thereunder;
(iv) any asset or interest of any member of the DGS Group being
or falling to be disposed of or charged (otherwise than in the
ordinary course of business) or ceasing to be available to any
member of the DGS Group or any right arising under which any such
asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the DGS Group;
(v) any member of the DGS Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) any member of the TRGI Group or any member of the DGS Group
being required to acquire or repay any shares in and/or
indebtedness of any member of the DGS Group owned by any Third
Party;
(vii) any change in or effect on the ownership or use of any
intellectual property rights owned or used by any member of the DGS
Group;
(viii) the value or financial or trading position of any member
of the DGS Group being prejudiced or adversely affected (to an
extent which is material in the context of the DGS Group taken as a
whole); or
(ix) the creation of any liability, actual or contingent, by any
such member (to an extent which is material in the context of the
DGS Group taken as a whole),
and no event having occurred which, under any provision of any
such arrangement, agreement, licence or other instrument, might
reasonably be expected to result in any of the events referred to
in this Condition (d) to an extent which would be material in the
context of the DGS Group taken as a whole;
(f) since 30 June 2016 and except as disclosed in DGS's annual
report and accounts for the year ended 30 June 2015, or as
disclosed by or on behalf of DGS to TRGI or its advisers in writing
prior to 20 October 2016 or as otherwise publicly announced by DGS
on or prior to 20 October 2016 through a RIS, no member of the DGS
Group having:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares or securities of any class, or
securities convertible into or exchangeable for shares, or rights,
warrants or options to subscribe for or acquire any such shares,
securities or convertible securities (save for issues between DGS
and any of its wholly-owned subsidiaries or between such
wholly-owned subsidiaries and save for options granted under the
DGS Share Incentive Schemes before 20 October 2016 or the issue of
any DGS Shares allotted upon the exercise of options granted before
20 October 2016 under the DGS Share Incentive Schemes) or redeemed,
purchased, repaid or reduced or proposed the redemption, purchase,
repayment or reduction of any part of its share capital or any
other securities;
(ii) recommended, declared, made or paid or proposed to
recommend, declare, make or pay any bonus, dividend or other
distribution whether payable in cash or otherwise other than any
distribution by any wholly-owned subsidiary within the DGS
Group;
(iii) save as between DGS and its wholly-owned subsidiaries, or
upon the exercise of options granted under the DGS Share Incentive
Schemes, effected, authorised, proposed or announced its intention
to propose any change in its share or loan capital which in each
case would be material in the context of the DGS Group taken as a
whole;
(iv) save as between DGS and its wholly-owned subsidiaries and
other than pursuant to the Offer, effected, authorised, proposed or
announced its intention to propose any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme or
any acquisition or disposal or transfer of assets or shares (other
than in the ordinary course of business) or any right, title or
interest in any assets or shares or other transaction or
arrangement in respect of itself or another member of the DGS Group
which in each case would be material in the context of the DGS
Group taken as a whole;
(v) acquired or disposed of or transferred (other than in the
ordinary course of trading) or mortgaged, charged or encumbered any
assets or shares or any right, title or interest in any assets or
shares (other than in the ordinary course of trading) or authorised
the same or entered into, varied or terminated or authorised,
proposed or announced its intention to enter into, vary, terminate
or authorise any agreement, arrangement, contract, transaction or
commitment (other than in the ordinary course of trading and
whether in respect of capital expenditure or otherwise) which is of
a loss making, long-term (which shall mean for a fixed term in
excess of 12 months and/or not terminable by the giving of 12
months' notice or less) or unusual or onerous nature or magnitude,
or which involves or could involve an obligation of an unusual or
onerous nature or magnitude, in each case which is material in the
context of the DGS Group taken as a whole;
(vi) entered into any agreement, contract, transaction,
arrangement or commitment (other than in the ordinary course of
trading) which is material in the context of the DGS Group taken as
a whole;
(vii) entered into any contract, transaction or arrangement
which would be materially restrictive on the business of the DGS
Group taken as a whole or which involve obligations which would be
expected to be so restrictive;
(viii) issued, authorised or proposed the issue of or made any
change in or to any debentures, or (other than in the ordinary
course of trading) incurred or increased any indebtedness or
liability, actual or contingent, which is material in the context
of the DGS Group taken as a whole;
(ix) been unable or admitted that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business or proposed
or entered into any composition or voluntary arrangement with its
creditors (or any class of them) or the filing at court of
documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness;
(x) made, or announced any proposal to make, any change or
addition to any retirement, death or disability benefit or any
other employment-related benefit of or in respect of any of its
directors, employees, former directors or former employees;
(xi) save as between DGS and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the
leasehold or freehold property owned or occupied by it or
transferred or otherwise disposed of any such property;
(xii) entered into or varied or made any offer (which remains
open for acceptance) to enter into or vary the terms of any service
agreement with any director or senior executive of DGS or any
director or senior executive of the DGS Group;
(xiii) taken or proposed any corporate action or had any
proceedings started or threatened against it for its winding-up
(voluntary or otherwise), dissolution, striking-off or
reorganisation or for the appointment of a receiver, administrator
(including the filing of any administration application, notice of
intention to appoint an administrator or notice of appointment of
an administrator), administrative receiver, trustee or similar
officer of all or any part of its assets or revenues or for any
analogous proceedings or steps in any jurisdiction or for the
appointment of any analogous person in any jurisdiction;
(xiv) made any amendment to its bye-laws or other constitutional
documents;
(xv) waived or compromised any claim or authorised any such
waiver or compromise, save in the ordinary course of business,
which is material in the context of the DGS Group taken as a
whole;
(xvi) taken, entered into or had started or threatened against
it in a jurisdiction outside England and Wales any form of
insolvency proceeding or event similar or analogous to any of the
events referred to in Condition (f) (ix) or Condition (f) (xiii)
above;
(xvii) taken any action of the type referred to in Rule 21.1 of
the City Code; or
(xviii) agreed to enter into or entered into an agreement or
arrangement or commitment or passed any resolution or announced any
intention with respect to any of the transactions, matters or
events referred to in this Condition (f);
(g) except as publicly announced by DGS prior to 20 October 2016
through a RIS or disclosed in writing to TRGI or its advisers prior
to 20 October 2016 and save as disclosed in this Announcement, the
annual report and accounts of DGS for the financial year ended 30
June 2015 or since 30 June 2015:
(i) there having been no material adverse change or
deterioration in the business, assets, financial or trading
position or profits or prospects of the DGS Group taken as a
whole;
(ii) no material litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the
DGS Group is or may become a party (whether as claimant or
defendant or otherwise), and no material enquiry or investigation
by or complaint or reference to any Third Party, against or in
respect of any member of the DGS Group, having been threatened,
announced or instituted or remaining outstanding by, against or in
respect of any member of the DGS Group in any way which is material
in the context of the DGS Group taken as a whole; and
(iii) no contingent or other liability having arisen or become
apparent or increased which might be reasonably likely in either
case to have a material adverse effect on the DGS Group taken as a
whole;
(h) except as publicly announced by DGS prior to 20 October 2016
through a RIS or disclosed in writing to TRGI or its advisers prior
to 20 October 2016 and save as disclosed in this Announcement, the
annual report and accounts of DGS for the financial year ended 30
June 2015, TRGI not having discovered:
(i) that any financial, business or other information concerning
DGS or the DGS Group which is contained in the information publicly
disclosed at any time by or on behalf of any member of the DGS
Group either publicly or in the context of the Offer contains a
material misrepresentation of fact which has not, prior to 20
October 2016, been corrected by public announcement through an RIS
or omits to state a fact necessary to make the information
contained therein not materially misleading;
(ii) any information which in the context of the Offer
materially affects the import of any such information as is
mentioned in Condition (h)(i); or
(iii) that any member of the DGS Group is subject to any
liability, contingent or otherwise which is material in the context
of the DGS Group taken as a whole; and
(i) save as disclosed by or on behalf of DGS to TRGI or its
advisers in writing prior to 20 October 2016, TRGI not having
discovered that:
(i) any member of the DGS Group or any person that performs or
has performed services for or on behalf of any such company is or
has at any time engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977, or any other applicable
anti-corruption legislation;
(ii) any member of the DGS Group is ineligible to be awarded any
contract or business under section 23 of the Public Contracts
Regulations 2006;
(iii) any asset of any member of the DGS Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
or
(iv) any past or present member of the DGS Group has engaged in
any activity or business with, or made any investments in, or made
any payments to any government, entity or individual covered by any
of the economic sanctions administered by the United Nations or the
European Union (or any of their respective member states) or the
United States Office of Foreign Assets Control or any other
governmental or supranational body or authority in any
jurisdiction.
PART 2: CERTAIN FURTHER TERMS OF THE OFFER
1. The Offer will lapse, and will not proceed, if there is a
Phase II CMA Reference or if Phase 2 European Commission
proceedings are initiated or if, following a referral of the Offer
by the European Commission under Article 9(1) of the European
Council Merger Regulation to a competent authority in the United
Kingdom, there is a Phase II CMA Reference, in any such case before
1.00 p.m. on the First Closing Date or the time and date at which
the Offer becomes, or is declared, unconditional (whichever is the
later).
In such circumstances, the Offer will cease to become capable of
further acceptance and accepting Shareholders and TRGI shall cease
to be bound by acceptances delivered on or before the date on which
the Offer so lapses.
2. TRGI reserves the right to waive all or any of the Conditions
in paragraphs (a) to (i) (inclusive) of Part 1, in whole or in
part, at its absolute discretion.
3. TRGI shall be under no obligation to waive or treat as
fulfilled any of the Conditions in Part 1 by a date earlier than
the latest date specified below for the fulfilment of them
notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
4. The Offer will lapse unless all Conditions to the Offer are
fulfilled or (if capable of waiver) waived or, where appropriate,
have been determined by TRGI to have been or remain satisfied by
midnight (London time) on the date which is 21 days after the later
of the First Closing Date and the date on which the Offer becomes
or is declared unconditional (or such later date (if any) as TRGI
may decide).
5. The DGS Shares will be acquired by TRGI fully paid and free
from all liens, charges, encumbrances, rights of pre-emption and
any other third party rights of any nature whatsoever and together
with all rights attaching to them as at the date of this
announcement or subsequently attaching or accruing to them,
including, without limitation, voting rights and the right to
receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid, or any other return of capital
(whether by way of reduction of share capital or share premium
account or otherwise) made on or after the date of this
announcement. Accordingly, insofar as a dividend and/or
distribution and/or a return of capital is proposed, declared,
made, paid or payable by DGS in respect of a DGS Share on or after
the date of this Announcement, TRGI reserves the right to reduce by
the amount of the dividend and/or distribution and/or return of
capital, the price payable under the Offer in respect of a DGS
Share, except insofar as the DGS Share is or will be transferred
pursuant to the Offer on a basis which entitles TRGI alone to
receive the dividend and/or distribution and/or return of capital
but if that reduction in price has not been effected, the person to
whom the Offer Price is paid in respect of that DGS Share, will be
obliged to account to TRGI for the amount of such dividend and/or
distribution and/or return of capital.
6. TRGI reserves the right to effect the Offer by way of merger,
amalgamation or scheme of arrangement under Bermuda law. Any such
merger, amalgamation or scheme of arrangement would be implemented
on the same terms (subject to appropriate amendment) as the Offer.
References to the Offer and the Offer Document in this announcement
shall include, where applicable, any such merger, amalgamation or
scheme of arrangement.
7. Each of the Conditions shall be regarded as a separate
condition and shall not be limited by reference to any other
Condition.
8. The Conditions are inserted for the benefit of TRGI and no
Shareholder shall be entitled to waive any of the conditions
without the prior written consent of TRGI.
9. In deciding whether or not to accept the Offer in respect of
their DGS Shares, Shareholders should rely on the information
contained in, and follow the procedures described in, the Offer
Document and (if they hold their DGS Shares in certificated form)
the Form of Acceptance which will be posted to Shareholders in due
course (other than to any Shareholders with addresses in any
Restricted Jurisdiction).
10. The Offer will be governed by the laws of England and Wales
and be subject to the jurisdiction of the Courts of England and
Wales and to the conditions and further terms set out in this
Announcement and in the Offer Document. The Offer will be subject
to the applicable requirements of the Financial Conduct Authority,
FSMA and the London Stock Exchange. This Announcement does not
constitute, or form part of, an offer or invitation to purchase DGS
Shares or any other securities.
Appendix II
Irrevocable Undertakings
TRGI has received irrevocable undertakings to accept the Offer
(or procure acceptance of the Offer) in respect of a total of
2,445,500 DGS Shares, representing, in aggregate, approximately
8.17 per cent. of DGS's existing issued share capital, comprised as
follows.
Shareholders
Name Number of DGS Percentage of
Shares issued DGS Shares
Investec Asset Management
Limited 1,995,500 6.67%
Unicorn Asset Management
Limited 450,000 1.50%
Total 2,445,500 8.17%
Jeffrey Cox, Chief Executive Officer of DGS, has irrevocably
undertaken to DGS not to accept the Offer in respect of the
3,871,836 DGS Shares in which he is interested, representing, in
aggregate, approximately 12.94 per cent. of DGS's existing issued
share capital.
TRGI has received irrevocable undertakings to vote (or procure
the vote) in favour of the Delisting Resolution in respect of a
total of 6,386,336 DGS Shares, representing, in aggregate,
approximately 21.34 per cent. of DGS's existing issued share
capital, comprised as follows.
DGS Directors
Name Number of DGS Percentage of
Shares issued DGS Shares
Jeffrey Cox 3,871,836 12.94%
David Flowers 69,000 0.23%
Total 3,940,836 13.17%
Other Shareholders
Name Number of DGS Percentage of
Shares issued DGS Shares
Investec Asset Management
Limited 1,995,500 6.67%
Unicorn Asset Management
Limited 450,000 1.50%
Total 2,445,500 8.17%
The irrevocable undertakings given by Jeffrey Cox and David
Flowers continue to be binding in the event of a higher third party
offer for DGS.
The irrevocable undertakings given by Investec Asset Management
Limited and Unicorn Asset Management Limited will lapse upon the
announcement by a third party of its firm intention to make an
alternative offer at a price which is at or above 66 pence per DGS
Share.
All irrevocable undertakings cease to be binding:
(a) if the Offer Document is not posted within 28 days of the date of this Announcement;
(b) if the Offer lapses or is withdrawn; or
(c) in any event, on 31 January 2017 (10 December 2016 in the
case of the undertaking given by Investec Asset Management
Limited).
Investec Asset Management Limited acts as asset manager for its
underlying clients in respect of the 1,995,500 DGS Shares referred
to above, and does not have legal or beneficial ownership of such
DGS Shares or control them. Investec Asset Management Limited has
irrevocably undertaken to accept the Offer or use reasonable
efforts to procure acceptance of the Offer in respect of such DGS
Shares, and to exercise, or use reasonable efforts to procure the
exercise of all the voting rights attaching to the DGS Shares in
favour of the Delisting Resolution.
Other than Jeffrey Cox and David Flowers, no DGS Director holds
any issued DGS Shares. As Mr Flowers is resident in the United
States, which is a Restricted Jurisdiction into which TRGI does not
expect to make the Offer, Mr Flowers has not been asked to give an
irrevocable undertaking to accept the Offer in respect of his DGS
Shares.
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 current
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 Trustee holds 2,146,649 DGS Shares (representing 7.17 per
cent. of the issued share capital of DGS) on trust to be applied in
satisfaction of the exercise of options granted under the DGS Share
Incentive Schemes. The deed constituting such trust provides that
the Trustee may only vote on Shareholder resolutions if directed to
do so by DGS. DGS has irrevocably undertaken to TRGI that it will
not without TRGI's consent direct that the Trustee may vote on the
Delisting Resolution. If, after the date of this Announcement, the
Trustee was to provide an irrevocable undertaking to TRGI to vote
in favour of the Delisting Resolution in respect of the DGS Shares
that it holds, TRGI would consent to DGS directing that the Trustee
may vote on the Delisting Resolution for those purposes.
APPIX III
SOURCES AND BASES
(a) As at the close of business on 20 October 2016, DGS had
29,854,447 common shares of US$0.001 each in issue and admitted to
trading on AIM (excluding the 72,025 DGS Shares held in treasury).
The International Securities Identification Number for the DGS
Shares is BMG2870A1036.
(b) The value attributed to the existing and to be issued share
capital of DGS is based upon the 29,854,447 DGS Shares in issue as
at the date of this Announcement (excluding the 72,025 DGS Shares
held in treasury), as disclosed by DGS in accordance with AIM Rule
26.
(c) Unless otherwise stated, the financial information
concerning DGS has been extracted from the audited annual report
and accounts for DGS for the financial years ended on each of 30
June 2013 and 30 June 2015.
(d) DGS Share prices have been derived from the Daily Official
List and represent the Closing Prices on the relevant date.
(e) References to a percentage of DGS's issued ordinary share
capital are based on the number of DGS Shares in issue but not in
treasury as set out in paragraph (a) above.
APPIX IV
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
2013 Stock Plan The DGS 2013 Stock Plan;
2015 Stock Plan The DGS 2015 Stock Plan;
acting in concert has the meaning given in the
City Code;
Adjusted EBITDA Earnings before interest, tax,
depreciation and amortisation
excluding bank facility and
other charges, foreign exchange
gains or losses, extraordinary
items, non-cash employee stock
option charges, warrants, legal
costs associated with the acquisition
of the Acquisitions Business
Unit of Ampush Media, Inc.,
non-recurring severance and
other employee costs and write-back
of contingent consideration;
Announcement this announcement;
AIM the AIM market operated by the
London Stock Exchange;
AIM Rules the AIM Rules for Companies
published by the London Stock
Exchange from time to time;
Business Day any day (other than a public
holiday, Saturday or Sunday)
on which clearing banks in London
are open for normal business;
certificated or in certificated a share which is not in uncertificated
form form (that is, not in CREST);
City Code The City Code on Takeovers and
Mergers;
Closing Price the closing middle market quotation
of a DGS Share as derived from
the Daily Official List;
CMA the UK Competition and Markets
Authority;
Conditions the conditions of the Offer,
as set out in Appendix I to
this Announcement and to be
set out in the Offer Document;
CREST the relevant system (as defined
in the Regulations) in respect
of which Euroclear UK & Ireland
Limited is the operator (as
defined in the Regulations);
Daily Official List the AIM appendix to the Daily
Official List of the London
Stock Exchange;
Delisting the cancellation of the admission
of DGS Shares to trading on
AIM in accordance with Rule
41 of the AIM Rules;
Delisting Resolution the resolution to be proposed
at the General Meeting to approve
the cancellation of the admission
of the DGS Shares to trading
on AIM in accordance with Rule
41 of the AIM Rules and the
bye-laws of DGS;
Depository Interests depositary interests representing
entitlements to DGS Shares issued
by Capita IRG Trustees Limited
which may be traded through
CREST in dematerialised form;
DGS or the Company Digital Globe Services, Ltd.,
a company registered in Bermuda
with company number 47077 and
whose registered office is at
Crawford House, 50 Cedar Avenue,
Hamilton HM11 Bermuda;
DGS Directors or DGS Board the directors of DGS, being
Zia Chishti, Mohammed Khaishgi,
Jeffrey Cox, Andrew Lear, Anthony
Watson, David Flowers and Simon
Lee;
DGS Group DGS and its direct or indirect
subsidiaries;
DGS Share Incentive Schemes means the 2013 Stock Plan and
the 2015 Stock Plan;
DGS Shares includes:
* the existing unconditionally allotted or issued and
fully paid common shares of US$0.001 each in the
capital of DGS (other than those held in treasury
unless otherwise stated); and
* any further common shares of US$0.001 each in the
capital of DGS which are unconditionally allotted or
issued and fully paid or transferred out of treasury
before the Offer closes or before such earlier date
as TRGI may determine not being earlier than the date
on which the Offer becomes or is declared
unconditional as to acceptances;
Independent Directors or means the independent directors
Independent Board of DGS, being Anthony Watson,
David Flowers and Simon Lee;
London Stock Exchange London Stock Exchange plc;
Offer the recommended cash offer to
be made by TRGI to acquire all
of the issued and to be issued
DGS Shares, for the cash consideration
and otherwise on the terms and
subject to the Conditions set
out in this Announcement and
to be set out in the Offer Document
and, in the case of DGS Shares
held in Certificated Form, the
Form of Acceptance, and, where
the context admits, any subsequent
revision, variation, extension
or renewal thereof;
Offer Document the offer document to be sent
to Shareholders by TRGI, containing
inter alia the terms and conditions
of the Offer and any subsequent
document containing the Offer;
Offer Period the period commencing on the
date of this Announcement and
ending on the later of (i) the
date falling 21 days following
the date of the Offer, (ii)
the date on which the Offer
lapses, and (iii) the date on
which the Offer becomes or is
declared unconditional as to
acceptances;
Offer Price the cash consideration under
the Offer, being 60 pence in
cash per DGS Share;
Opus Opus Corporate Finance LLP,
financial adviser to TRGI;
Panmure Gordon Panmure Gordon (UK) Limited,
nominated adviser, broker and
independent financial adviser
to the Company;
Regulations Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) (as
amended, modified, consolidated,
re-enacted or replaced from
time to time);
Regulatory Information Service one of the regulatory information
services authorised by the FCA
to receive, process and disseminate
regulatory information from
listed companies;
Relationship Agreement the relationship agreement entered
into on 11 February 2013 between
each of TRGI, DGS and NPlus1
Singer Advisory LLP and novated
to Panmure Gordon upon it becoming
DGS's nominated adviser;
Restricted Jurisdiction the United States, Canada, Australia,
Japan or any other jurisdiction
where the making of the Offer
and/or the release, publication
or distribution in whole or
in part of this Announcement
or the Offer Document would
constitute a violation of the
relevant laws of such jurisdiction;
Rule the relevant rule of the City
Code or the AIM Rules, as applicable;
Shareholders together:
* the holders of DGS Shares in certificated form from
time to time; and
* the holders of Depository Interests in respect of DGS
Shares from time to time;
subsidiary bears the same meanings as that
contained in section 1159 of
the Companies Act 2006 and a
company shall be treated, for
the purposes only of the membership
requirement contained in sub-sections
1159(1)(b) and (c) of the Companies
Act 2006 , as a member of another
company, even if its shares
in that other company are registered
in the name of another person
(or its nominee), whether by
way of security or in connection
with taking of security, or
its nominee;
TRGI The Resource Group International
Limited, a company registered
in Bermuda with company number
32937 and whose registered office
is at Crawford House, 50 Cedar
Avenue, Hamilton HM11 Bermuda;
TRGI Directors or TRGI Board
each of the directors of TRGI,
being Zia Chishti, Peter Riepenhausen,
Ali Jameel, Mohammed Khaishgi,
Rafiq Dossani, John Leone, Ameer
Qureshi, Zafar Sobani, and Patrick
McGinnis;
TRGI Group TRGI and its direct and indirect
subsidiaries, including TRGI,
but excluding DGS and its direct
and indirect subsidiaries;
Trustee Capita Trustees Limited, acting
as the trustee of DGS ESOP Trust
uncertificated or in uncertificated a DGS Share in respect of which
form a Depository Interest is for
the time being recorded on the
relevant register of the share
or security concerned as being
held in uncertificated form
in CREST, and title to which,
by virtue of the Regulations,
may be transferred by means
of CREST;
United Kingdom or UK the United Kingdom of Great
Britain and Northern Ireland
(and its dependent territories);
United States or US the United States of America,
its territories and possessions
and any state of the United
States of America and the District
of Columbia;
$ and US$ the lawful currency of the United
States; and
GBP, sterling, pence and the lawful currency of the United
p Kingdom.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this Announcement.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
All references to time in this Announcement are to London time
unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 21, 2016 02:00 ET (06:00 GMT)
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