29th Sep 2014 07:00
26 September 2014
IBEX Global Solutions plc
("IBEX" or "the Company" or "the Group")
Related Party Transaction
IBEX Global Solutions plc (AIM: IBEX), a leading provider of contact centre services and other business process outsourcing (BPO) solutions, today announces that TRG Customer Solutions Inc., a 100% owned subsidiary of the Company (the "IBEX Subsidiary"), has entered into a related party transaction with The Resource Group International Limited ("TRGI"), a controlling shareholder of the Company, in connection with the sub-licence from the IBEX Subsidiary of software licences by TRGI.
Background
On 10 June 2013, the IBEX Subsidiary was served with a lawsuit brought by Microsoft Corporation and Microsoft Licensing, GP in the United States District Court for the District of Columbia claiming unspecified damages relating to the alleged use of unpaid software licenses and alleged breach of contract, breach of implied covenant of good faith and dealing, copyright infringement and unjust enrichment (the "Lawsuit"). The IBEX Subsidiary denied all charges contained within the Lawsuit in its defence submission. In addition, on 13 June 2013, the Company, the IBEX Subsidiary and TRGI entered into an indemnity (the "Indemnification Agreement") whereby TRGI agreed to meet the costs of defending the Lawsuit and would indemnify the IBEX Subsidiary from and against all damages arising from the Lawsuit.
Prior to the Company's admission to AIM, the IBEX Subsidiary was a wholly owned subsidiary of TRGI and entered into a contract with Microsoft to use its software for its own benefit, TRGI and other companies within the TRGI group ("TRGI Affiliates").
On 17 June 2014, the IBEX Subsidiary acquired software licences for approximately $4.4 million (the "Software Licences") for both its own benefit and for the benefit of TRGI Affiliates. Of the amount payable, $3.3 million was for the purchase of perpetual licences from CDW Corporation (a Microsoft reseller), financed by IBM Credit LLC, which requires the payment of $103,000 per month for 36 months. The remaining $1.1 million payable represents software servicing agreements which require a direct monthly payment by the Company to Microsoft of $99,000 per month for 12 months. The IBM Credit financing charges interest at a rate of 7.5 per cent., whereas the Microsoft monthly payment option charges interest at a rate of 10.0 per cent. and is subject to sales taxes of $60,000 which are included in the aggregate amount payable.
On 31 July 2014, Microsoft Corporation, Microsoft Licensing, GP and the IBEX Subsidiary entered a stipulation of dismissal with prejudice and the Lawsuit was therefore withdrawn. Accordingly, no payment under the Indemnification Agreement was ever invoked and TRGI directly bore all the legal expenses associated with the Lawsuit.
Software Licences Sub-Licence Agreement
Of the Software Licences purchased by the IBEX Subsidiary, the majority is not of use to the Company or the IBEX Subsidiary but rather is to be used by TRGI Affiliates. Accordingly, TRGI and the IBEX Subsidiary have entered into an agreement pursuant to which TRGI will sub-licence the Software Licences from the IBEX Subsidiary with the following terms:
· TRGI will agree to pay to the IBEX Subsidiary an amount in cash equal to that which the IBEX Subsidiary is required to pay IBM Global and Microsoft per month under the terms of the original acquisition of the Software Licences by the Company, plus a further 10% administration charge;
· The IBEX Subsidiary has the right to require TRGI to buy the Software Licences for an amount equal to the licence fees that remain payable (plus any early repayment amount) to IBM Credit or Microsoft upon 90 days written notice by the IBEX Subsidiary; and
· TRGI has the right to purchase the Software Licences for an amount equal to the licence fees that remain payable (plus any early repayment amount) to IBM Credit or Microsoft, plus $1, upon 30 days written notice to the IBEX Subsidiary.
The $3.3 million payable to IBM Global will remain as a liability on the Company's balance sheet, the payments of which will be satisfied by TRGI. However, there will be no cash cost to the Company arising from the execution of the Software Licences Acquisition Agreement.
Related Party Transaction
Under the AIM Rules for Companies (the "AIM Rules"), any person who holds more than 10% of the issued share capital of the Company is deemed a related party of the Company. Due to its holding of over 10% of the Company's current issued share capital, the entry into the Software Licences Acquisition Agreement by TRGI is deemed a transaction with a related party under the AIM Rules. The directors of the Company (save for Muhammad Ziaullah Khan Chishti and Mohammedulla Khaishgi, who have an interest in TRGI) consider, having consulted with Liberum Capital Limited, the Company's nominated adviser, that the terms of the Software Licences Acquisition Agreement are fair and reasonable insofar as the Company's shareholders are concerned.
For further information, please visit www.ibexcorp.com or contact:
IBEX Global Solutions plc Steve Kezirian, CEO Karl Gabel, CFO
| Tel: +800 043 4239 |
Liberum Capital Limited Nominated Adviser and Joint Broker Steve Pearce Richard Bootle Joshua Hughes
| Tel: +44 20 3100 2000 |
Cenkos Securities PLC Joint Broker Liz Bowman Camilla Hume
| Tel: +44 20 7397 8900 |
Tavistock Communications Matt Ridsdale Andrew Dunn
| Tel: +44 20 7920 3150 |
About IBEX
IBEX is a leading global provider of business process outsourcing services. Headquartered in Washington, DC and listed on the London Stock Exchange (AIM: IBEX), IBEX maintains a global workforce of over 9,000 serving more than 70 leading corporations with complex, enterprise-scale outsourcing solutions. With operational presence in the United States, the Philippines, Pakistan, Senegal, and United Kingdom, IBEX delivers a multi-language and multi-cultural service capability focused on innovation and adding intellectual value.
Related Shares:
IBEX.L