DGAP-Adhoc: IBS Group Holding Limited: IBS Group Holding

IBS Group Holding Limited / Key word(s): Scheme of Arrangement 11.07.2014 20:46 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. --------------------------------------------------------------------------- IBS Group Holding proposes a reorganization of the IBS Group by an exchange of shares and GDRs in IBS Group Holding for shares in Luxoft Holding, Inc. in a Scheme of Arrangement * Cancellation of certain shares and GDRs in IBS Group Holding against transfer of shares in Luxoft Holding, Inc. to the holders of the cancelled IBS Group Holding securities * Implementation by means of a scheme of arrangement which is subject to shareholder approval at a court-convened meeting and a general meeting and court approval * Delisting of the IBS Group Holding's GDRs from Frankfurt Stock Exchange if the Scheme becomes effective Ramsey, Isle of Man, July 11, 2014 - IBS Group Holding Limited ("IBS Group Holding") today announces the details of proposals it intends to make to reorganize the IBS group (the "Proposals"). The Proposals provide for, inter alia, (1) a cancellation of global depositary receipts of IBS Group Holding (the "IBS Group GDRs"), listed on the regulated market of the Frankfurt Stock Exchange (general standard) (ISIN: US4509391037), and issued and outstanding shares in IBS Group Holding other than the shares held by BXA Investments Ltd and Croyton Limited (the "Scheme Shares", and together with the IBS Group GDRs the "Scheme Securities"), and (2) transfer of class B shares in Luxoft Holding, Inc ("Luxoft"), a subsidiary of IBS Group Holding, to the holders of the Scheme Securities in consideration for the cancellation of the Scheme Securities, whereupon such class B shares will be convert to class A shares in Luxoft as a result of the transfer (the "Luxoft A Shares"). If the foregoing Proposals are implemented, IBS Group Holding anticipates that the IBS Group GDRs will be de-listed from the Frankfurt Stock Exchange, and the IBS Group GDR program will be terminated. The Proposals are intended to be implemented by means of a scheme of arrangement under Section 157 of the Isle of Man Companies Act 2006 (the "Scheme"). Under the Scheme each holder of Scheme Securities would receive 0.9 Luxoft A Shares for each of the Scheme Securities they hold at the Scheme record time. The Scheme is subject to shareholder approval at a court-convened meeting of the holders of Scheme Shares and an extraordinary general meeting of IBS Group Holding, and the sanctioning of the Scheme by the Isle of Man High Court of Justice. If the Scheme is sanctioned by the Isle of Man High Court of Justice and the other conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective in late September 2014. It is expected that a circular setting out full details of the Scheme and related matters will be sent to the holders of the Scheme Securities in early August 2014. In addition, for purposes of implementing the offer of Luxoft A Shares as part of the Scheme in Germany and Austria IBS Group Holding will publish a securities prospectus following its approval by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). Both documents will be available to download on IBS Group Holding's website (www.ibsgr.com). About IBS Group Holding Limited IBS Group Holding is a leading software development and IT services provider in Central and Eastern Europe. Through its two principal subsidiaries, Luxoft and IBS IT Services, it offers a wide variety of information technology services, such as software development and IT services outsourcing, IT infrastructure and business applications implementation. IBS Group Holding has business operations in Russia, Ukraine, Romania, Poland, Germany, Switzerland, the UK, the USA, Vietnam and Singapore. IBS Group Holding's Global Depositary Receipts are listed on the Regulated Market (General Standard) at the Frankfurt Stock Exchange (Bloomberg: IBSG:GR; Reuters: IBSGq.F) About Luxoft Holding, Inc Luxoft is a leading provider of software development services and innovative IT solutions to a global client base consisting primarily of large, multinational corporations. Luxoft's services consist of core and mission critical software development and support, product engineering and testing, and technology consulting. Luxoft's solutions are based on its proprietary products and platforms that directly impact clients' business outcomes and efficiently deliver continuous innovation. Luxoft A Shares are listed on the New York Stock Exchange (NYSE: LXFT US). For more information about IBS Group Holding please visit http://www.ibsgr.com or contact Investor Relations: Andrei Novikov IR Director tel: +7 (495) 967 8000 (ext.3095) anovikov@ibs.ru -------------------------------------------------------------------------- -------------------------------------------------------------------------- -- THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND YOU SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES ON THE BASIS OF INFORMATION CONTAINED IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, ISSUE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, NOR ANY SOLICITATION OF ANY OFFER TO PURCHASE, OTHERWISE ACQUIRE, ISSUE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES. IN GERMANY AND AUSTRIA THE OFFER OF LUXOFT SHARES IS BEING MADE SOLELY BY MEANS OF, AND ON THE BASIS OF, A SECURITIES PROSPECTUS (INCLUDING ANY AMENDMENTS THERETO, IF ANY) TO BE PUBLISHED BY IBS GROUP HOLDING. THE SECURITIES PROSPECTUS WILL BE MADE AVAILABLE ON THE IBS GROUP HOLDING WEBSITE FOLLOWING ITS APPROVAL BY THE GERMAN FINANCIAL SUPERVISORY AUTHORITY (BAFIN). THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT AND/OR THE ACCOMPANYING DOCUMENTS IN OR INTO JURISDICTIONS OTHER THAN ISLE OF MAN, GERMANY OR AUSTRIA, MAY BE RESTRICTED BY LAW AND THEREFORE THIS DOCUMENT AND/OR THE ACCOMPANYING DOCUMENTS MAY NOT BE DISTRIBUTED OR PUBLISHED IN ANY JURISDICTION EXCEPT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT AND/OR THE ACCOMPANYING DOCUMENTS COME SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE US SECURITIES ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THE LUXOFT SHARES WILL NOT BE, AND ARE NOT REQUIRED TO BE, REGISTERED WITH THE SEC UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAW OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS (AS DEFINED IN THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE SECURITIES ACT IS AVAILABLE. THE SECURITIES ISSUED PURSUANT TO THE SCHEME WILL BE ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(A)(10). THEREOF. IF THE COURT APPROVES THE SCHEME, ITS APPROVAL WILL CONSTITUTE THE BASIS FOR THE SCHEME SHARES TO BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 3(A)(10). THE SCHEME SHAREHOLDERS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE SCHEME, INCLUDING THE MERITS AND RISKS INVOLVED. THE SCHEME CIRCULAR HAS NOT BEEN FILED WITH OR REVIEWED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY AND NONE OF THEM HAS APPROVED, DISAPPROVED, PASSED UPON OR ENDORSED THE MERITS OF THE SCHEME OR THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE SCHEME CIRCULAR. IT IS UNLAWFUL TO MAKE ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NO CLEARANCES HAVE BEEN, NOR WILL BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS IN RELATION TO THE LUXOFT SHARES HAS BEEN, OR WILL BE, LODGED WITH, OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION; AND NO REGISTRATION STATEMENT HAS BEEN, OR WILL BE, FILED WITH THE JAPANESE MINISTRY OF FINANCE IN RELATION TO THE LUXOFT SHARES. ACCORDINGLY, SUBJECT TO CERTAIN EXCEPTIONS, THE LUXOFT SHARES MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD WITHIN CANADA, AUSTRALIA OR JAPAN OR OFFERED OR SOLD TO A RESIDENT OF CANADA, AUSTRALIA OR JAPAN. 11.07.2014 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: IBS Group Holding Limited Kissack Court, 29 Parliament Street IM8IJA Ramsey (Isle of Man) Isle of Man Phone: +7 495 967 80 00 Fax: +7 495 967 80 99 E-mail: anovikov@ibs.ru Internet: www.ibsgr.com ISIN: US4509391037 WKN: A0MJ2Z Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin End of Announcement DGAP News-Service ---------------------------------------------------------------------------