TIDMDGS
RNS Number : 1732O
Resource Group Int Ltd (The)
02 November 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
02 November 2016
Recommended Cash Offer
for
Digital Globe Services, Ltd.
by
The Resource Group International Limited
Posting of Offer Document and Notice of Special General
Meeting
Further to the announcement of 21 October 2016 in which the
Boards of The Resource Group International Limited ("TRGI") and
Digital Globe Services, Ltd. ("DGS") announced that they had
reached agreement on the terms of a recommended cash offer to be
made by TRGI for the entire issued and to be issued share capital
of DGS (the "Offer"), TRGI is today publishing and posting to DGS
Shareholders a document (the "Offer Document"), containing the full
terms and conditions of the Offer, together with the relevant Form
of Acceptance. It is also being sent, for information purposes
only, to persons with information rights and to participants in the
DGS Share Incentive Schemes. The Offer Document also contains a
notice convening a Special General Meeting to be held on 18
November 2016 at 10:15 a.m. (London time) at the office of the
Company at 27th Floor, 21-24 Millbank Tower, Millbank, London SW1P
4QP United Kingdom, to approve the proposed Delisting.
The First Closing Date of the Offer is 23 November 2016. To
accept the Offer in respect of DGS Shares held in certificated form
(that is, not in CREST), shareholders should complete and return
the Form of Acceptance so as to be received by no later than 1.00
p.m. (London time) on 23 November 2016 in accordance with the
procedure set out in the Offer Document. To accept the Offer in
respect of shares held in uncertificated form (that is, shares held
in CREST), shareholders should ensure than an Electronic Acceptance
is made and that settlement occurs no later than 1.00 p.m. (London
time) on 23 November 2016 in accordance with the procedure set out
in the Offer Document. 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.
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 details of interests or short positions in, or rights to
subscribe for, any relevant securities of a party to any offer (as
referred to in the City Code) to be made by DGS Shareholders in
accordance with Rule 8 of the City Code. DGS Shareholders are
reminded that public disclosures consistent with the provisions of
Rule 8.3 of the City Code should not be e-mailed to the Panel on
Takeovers and Mergers.
Unless otherwise defined in this announcement, capitalised words
and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
Copies of the Offer Document are available for inspection on
TRGI's website, at www.trgworld.com/DGSoffer, and DGS's website at
www.dgsworld.com until the end of the Offer Period.
Enquiries:
Digital Globe Services, Tel: +1 253
Ltd. 750 4772
Andrew Lear
Opus Corporate Finance Tel: + 44
LLP 20 7025 3600
(Financial Adviser
to TRGI)
Malcolm Strang
The Resource Group Tel: +1 202
International Limited 289 9898
Mark Ayling
Panmure Gordon (UK) Tel:+ 44 20
Limited 7886 2500
(Independent Financial
Adviser, Nominated
Adviser and broker
to DGS)
Karri Vuori
Andrew Godber
James Greenwood
William Wickham
Alma PR Tel: +44 7780
Josh Royston 901 979
Hilary Buchanan
Further information
This announcement is for information only and is not intended to
and does not constitute, or form part of, any offer to sell or
invitation to purchase or subscribe for any securities, or any
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer will be effected solely
through the Offer Document, which, together with the Form of
Acceptance (in relation to DGS Shareholders holding shares in
certificated form only) will contain the full details, terms and
conditions of the Offer, including the details of how to accept the
Offer. This announcement has been issued by and is the sole
responsibility of TRGI.
Any decision regarding the Offer should be made only on the
basis of information referred to in the Offer Document and the Form
of Acceptance which TRGI is despatching today to DGS Shareholders,
persons with information rights and, for information only, to
participants in the DGS Share Incentive Schemes.
Opus Corporate Finance LLP, which is regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for TRGI and no one else in connection with the Offer and will not
be responsible to anyone other than TRGI for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matters referred to herein.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for DGS and the Independent Directors and no one else
in connection with the Offer and this announcement and will not be
responsible to anyone other than DGS for providing the protections
afforded to clients of Panmure Gordon (UK) Limited nor for
providing advice in connection with the Offer or this announcement
or any matter referred to herein.
Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of, the United States, Canada, Australia or
Japan, and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facility or from within the United
States, Canada, Australia or Japan.
Accordingly, copies of this announcement and any other related
document will not be, and must not be, directly or indirectly,
mailed or otherwise distributed or sent in or into the United
States, Canada, Australia or Japan and persons receiving such
documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions as
doing so may violate the laws of such jurisdictions and may make
invalid any purported acceptance of the Offer by persons in any
such jurisdiction.
This announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the rules of the London Stock
Exchange and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
UK.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of DGS and certain plans and objectives of the boards of
directors of DGS and of TRGI. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "will", "may", "should",
"would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the
boards of directors of DGS and of TRGI in light of their experience
and their perception of historical trends, current conditions,
expected future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, and the factors described in the context of
such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Should
one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement. DGS and TRGI
assume no obligation to update or correct the information contained
in this announcement, whether as a result of new information,
future events or otherwise, except to the extent legally
required.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date. Nothing contained in
this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of DGS except where
expressly stated.
Publication of this Announcement
A copy of this Announcement and certain display documents will
be available, subject to certain restrictions relating to persons
resident in the United States, Canada, Australia and Japan, on
www.dgsworld.com and on www.trgworld.com/DGSoffer by no later than
12 noon on Business Day after date of this Announcement.
Neither the content of DGS's nor TRGI's websites nor the content
of any websites accessible from hyperlinks on such websites (or any
other websites) are incorporated into, or form part of, this
Announcement nor, unless previously published by means of a
recognised information service, should any such content be relied
upon in reaching a decision regarding the matters referred to in
this Announcement.
The company news service from the London Stock Exchange
END
ODPUURNRNOAARAA
(END) Dow Jones Newswires
November 02, 2016 12:04 ET (16:04 GMT)
Digital Globe (LSE:DGS)
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Digital Globe (LSE:DGS)
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부터 6월(6) 2023 으로 6월(6) 2024
