Resource Group Int Ltd (The) TRGI recommended cash offer for DGS (1191N)

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.

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.

FOR IMMEDIATE RELEASE

21 October 2016

Recommended Cash Offer

for

Digital Globe Services, Ltd.

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.

   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.

Forward looking statements

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

Publication of this Announcement

The Market Abuse Regulations

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.

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

OFFLBLLLQBFXFBE

(END) Dow Jones Newswires

October 21, 2016 02:00 ET (06:00 GMT)

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