4th Nov 2014 07:00
4 November 2014
IBEX Global Solutions plc
("IBEX" or "the Company" or "the Group")
Related Party Transactions
IBEX Global Solutions plc (AIM: IBEX), a leading provider of contact centre services and other business process outsourcing (BPO) solutions, announces the following related party transactions entered into between IBEX or its subsidiaries and The Resource Group International (TRGI), a significant shareholder of the Company, or its subsidiaries.
Amendment to loan agreement
On 31 October 2014 Virtual World (Private) Limited, a subsidiary of the Company, entered into a loan amendment agreement with TRG Pvt Limited, a 100% owned subsidiary of TRGI, allowing it to make early repayments on its outstanding loan. The outstanding balance at 30 June 2014 was $1.9 million. Pursuant to the amendment, on 31 October 2014, Virtual World made a partial repayment of $1.0 million on its outstanding loan balance and expects to pay down the rest of the loan during the course of the current fiscal year.
The loan was denominated in Pakistani Rupees, carried a 17% per annum interest rate and has a repayment date in January 2017. The loan existed as at the time of the Company's IPO in June 2013 and was incurred by Virtual World at the time it started operations in order to expand its call centre infrastructure facilities as well as meet its working capital needs. The high interest rate on the loan reflects the elevated interbank rate in Pakistani Rupees, particularly at the time the loan was entered into.
The refinancing is being funded by the Company drawing down upon its existing bank line of credit in the US which has a current interest rate of approximately 4% per annum. The refinancing will therefore result in a significant reduction in the cost of this debt and is expected to benefit the Company by approximately $250,000 per annum while leaving its overall debt level unchanged.
Foreign exchange services agreement
IBEX's offshore operations in Pakistan and the Philippines (as well as Senegal) are cost centres for the Company, with IBEX's subsidiaries in the US and UK providing monthly funding to those offshore subsidiaries in local currency, and associated client related cash inflows being collected in the US and the UK in either sterling or US$. The amount of such monthly funding in the case of IBEX's offshore operations in Pakistan is approximately $700,000 per month, which has historically been exchanged in the past by IBEX's commercial banking partners.
TRGI has recently offered its portfolio companies the flexibility of sending funds to Pakistan through TRGI at a preferential exchange rate that is approximately 1% better than the market exchange rate. IBEX has entered into a foreign exchange services agreement with TRGI whereby the Company now has the option of utilising TRGI's foreign exchange services rather than using commercial banking channels. Under this arrangement, the Company's 100% subsidiary Lovercius Consultants (that is responsible for providing monthly funding to its offshore subsidiaries) would pay TRGI in US$ the amount that it needs to send to IBEX Pvt Ltd, its offshore subsidiary in Pakistan; and IBEX Pvt Ltd would receive the Pakistani Rupee equivalent of that amount (which will be 1% higher than that represented by the market exchange rate) from TRG Pvt Limited, a 100% owned subsidiary of TRGI. There is no counter-party risk to IBEX as TRG Pvt Limited would contractually make the Pakistani Rupees available to IBEX Pvt prior to IBEX paying the amount to TRGI in US$. The 1% foreign exchange premium is estimated to provide IBEX with a gain of approximately $7,000 per month.
Interim CEO services agreement
The Company announced on 5 October 2014 the transition of Steve Kezirian from the position of Chief Executive Officer and the appointment of Mohammed Khaishgi, a non-executive Board member of the Company and Chief Operating Officer of TRGI, as interim Chief Executive Officer of the Company. The Company has entered into a services agreement with TRGI whereby these interim CEO services are provided on a full time basis against a monthly consideration of US$25,000. The monthly amount is set at a discount to the monthly payment made by the Company to its previous Chief Executive Officer. This agreement will be in place until such time as the Board appoints a new Chief Executive Officer.
Related Party Transactions
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 and therefore TRGI constitutes a related party. The transactions described above also constitute related party transactions as defined by Rule 13 of the AIM Rules for Companies. 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 amendment of the loan agreement, the foreign exchange services agreement and the interim CEO services agreement are fair and reasonable insofar as the Company's shareholders are concerned.
For further information, please visit www.ibexglobal.com or contact:
IBEX Global Solutions plc Mohammed Khaishgi, interim CEO Karl Gabel, CFO
| Tel: +44 800 043 42399 |
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.
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IBEX.L