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DGAP-Adhoc: IBS Group Holding Limited: IBS Group Holding proposes a revision of the Exchange Ratio and timetable of the Scheme of Arrangement relating to an exchange of shares and GDRs in IBS Group Holding for shares in Luxoft Holding, Inc. (english)(dpa-AFX International Compact Via Acquire Media NewsEdge) IBS Group Holding Limited: IBS Group Holding proposes a revision of the Exchange Ratio and timetable of the Scheme of Arrangement relating to an exchange of shares and GDRs in IBS Group Holding for shares in Luxoft Holding, Inc. IBS Group Holding Limited / Key word(s): Miscellaneous 15.09.2014 08:57 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory 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 revision of the Exchange Ratio and timetable of the Scheme of Arrangement relating to an exchange of shares and GDRs in IBS Group Holding for shares in Luxoft Holding, Inc. - Adjournment of the court-convened meeting and a general meeting in connection with the implementation of the Scheme of Arrangement - Revision of the Exchange Ratio to 0.95 shares in Luxoft Holding, Inc. for each GDR and certain shares in IBS Group Holding Ramsey, Isle of Man, September 15, 2014 ( IBS Group Holding Limited ("IBS Group Holding") today announces certain changes to the proposals to reorganize the IBS group (the "Proposals") by means of a scheme of arrangement under Section 157 of the Isle of Man Companies Act 2006 (the "Scheme"). The details of the Proposals were set forth in a circular posted to the holders of Scheme Securities (as defined below) on August 4, 2014 (the "Circular") and in a securities prospectus dated August 4, 2014 as amended and supplemented by Supplement No. 1 dated August 21, 2014 (together the "Prospectus") published for purposes of implementing the Scheme in Germany and Austria. Pursuant to the Proposals holders of the 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") would receive, for each Scheme Security cancelled pursuant to the Scheme, 0.90 shares in Luxoft Holding, Inc. (the "Exchange Ratio"). Meetings to consider, and if thought fit, approve the Scheme (the "Court Meeting") and associated matters (the "General Meeting") were to be held on September 15, 2014. IBS Group Holding now announces that: (a) the Court of the Isle of Man has agreed to adjourn the Court Meeting to a later date; (b) the General Meeting will be held only for the purpose of adjourning the meeting to reflect the adjournment of the Court Meeting; (c) the Exchange Ratio will be amended such that, for each Scheme Security cancelled, holders of Scheme Securities will receive 0.95 shares in the capital of Luxoft Holding, Inc.; and (d) a revised circular and associated prospectus (following its approval by the BaFin) will be published in due course, pursuant to which an adjourned Court Meeting and the General Meeting will be convened, which documents will reflect the revised Exchange Ratio and an updated timetable of expected events. IBS Group Holding has received indications from holders of the Scheme Securities, representing approximately 70% of the votes to be cast on the Scheme, that they intend to vote in favor of the Scheme, including from Fidelity Worldwide Investment, Genesis and Sberbank Asset Management. 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) [email protected] -------------------------------------------------------------------------- -------------------------------------------------------------------------- -- 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. 15.09.2014 The DGAP 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: [email protected] Internet: www.ibsgr.com ISIN: US4509391037 WKN: A0MJ2Z Listed: Regulierter Markt in Frankfurt (General Standard); Freiverkehr in Berlin End of Announcement DGAP News-Service --------------------------------------------------------------------------- Copyright dpa-AFX. |