TRGI recommended cash offer for IBEX

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA 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

India Bidco Limited(a company wholly-owned and controlled by The Resource Group International Limited)

for

IBEX Global Solutions Plc

Summary

· The Independent Directors of IBEX and India Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash offer by India Bidco, a company wholly-owned and controlled by the Company's largest Shareholder, The Resource Group International Limited, pursuant to which India Bidco will offer to acquire the entire issued and to be issued share capital of IBEX not already owned by India Bidco or persons acting in concert with it.

· Under the terms of the Offer, Shareholders will be offered:

for each IBEX Share: 112 pence in cash

· The Offer values the existing issued share capital of IBEX at approximately £44.3 million, and represents a premium of:

o approximately 30 per cent. to the Closing Price of 86 pence per IBEX Share on 20 October 2016, being the last Business Day prior to the date of this Announcement; and

o 18 per cent. to the average Closing Price of 95 pence per IBEX Share over the six month period to 20 October 2016, being the last Business Day prior to the date of this Announcement.

· The Independent Directors (being Joel Wyler, Gerard Kleisterlee and Bob Dechant), who have been so advised by Liberum, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Liberum has taken into account the commercial assessments of the Independent Directors. Liberum is providing independent financial advice to the Independent Directors for the purpose of Rule 3 of the City Code.

· Accordingly, the Independent Directors intend to recommend unanimously that Shareholders accept the Offer.

· TRGI Group currently owns 28,075,676 IBEX Shares representing 70.98 per cent. of the issued share capital of IBEX (which IBEX Shares will not be subject to the Offer).

· The Offer will be conditional upon, amongst other things, India Bidco receiving valid acceptances (which have not been withdrawn) in respect of, and/or having otherwise acquired IBEX Shares which, together with IBEX Shares in which the TRGI Group is already interested, carry more than 75 per cent. (or such lower percentage as India Bidco may, subject to the City Code, decide) of the voting rights then normally exercisable at general meetings of IBEX.

· Following the Offer becoming or being declared unconditional in all respects, India Bidco intends to seek to cancel the admission of the IBEX Shares to trading on AIM as soon as possible thereafter. The Delisting will significantly reduce the liquidity and marketability of IBEX Shares.

· Should India Bidco receive acceptances of 90 per cent. or more of the IBEX Shares to which the Offer relates and the voting rights attaching to those shares, it intends to invoke its rights to acquire compulsorily the remainder of the IBEX Shares and, thus, acquire 100 per cent. ownership of IBEX and its entire issued share capital.

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 sets out the source and bases of certain financial and other information contained in this Announcement. Appendix III contains the definitions of certain terms used in this Announcement.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).

Enquiries:

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 IBEX 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 India Bidco save for the declaration by the IBEX Board of a final dividend referred to in paragraph 7, which is the responsibility of the IBEX Board.

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 India Bidco intends to despatch shortly to Shareholders, persons with information rights and, for information only, to participants in the IBEX 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 IBEX may be provided to India Bidco during the Offer Period as required under Section 4 of Appendix 4 to the City Code.

Opus Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TRGI and India Bidco and no one else in connection with the Offer and will not be responsible to anyone other than TRGI and India Bidco 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 and India Bidco in the form and context in which they appear.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for IBEX and no one else in connection with the Offer and will not be responsible to anyone other than IBEX for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein. Liberum Capital 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 IBEX in the form and context in which they appear.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF IBEX SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED.

This Announcement, oral statements made regarding the Offer, and other information published by India Bidco and IBEX and the Independent Directors contain statements that are or may be deemed to be "forward-looking statements". 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 forth in this Announcement since such date. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of India Bidco and/or IBEX 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 India Bidco and/or IBEX, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this Announcement 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 India Bidco or IBEX. 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, India Bidco any member of the TRGI Group, nor IBEX, any member of the IBEX Group, nor the IBEX Directors or TRGI Directors or India Bidco 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 IBEX for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for IBEX.

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, Japan, the Republic of South Africa 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, Japan, the Republic of South Africa 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, Japan, the Republic of South Africa 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, the rules of the London Stock Exchange and the City Code, 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.

OVERSEAS IBEX SHAREHOLDERS (INCLUDING IBEX SHAREHOLDERS IN THE UNITED STATES) SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS. IF YOU ARE IN ANY DOUBT ABOUT YOUR LEGAL OR OTHER POSITION, YOU SHOULD PROMPTLY CONSULT YOUR APPROPRIATE ADVISER IN THE RELEVANT JURISDICTION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA 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

India Bidco Limited(a company wholly-owned and controlled by The Resource Group International Limited)

for

IBEX Global Solutions Plc

1. Introduction

The Independent Directors of IBEX and India Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by India Bidco (a company wholly-owned and controlled by the Company's largest Shareholder, The Resource Group International Limited) to acquire the entire issued and to be issued ordinary share capital of IBEX not already owned by India Bidco 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 be set out in the Offer Document and, in respect of IBEX Shares in certificated form, the Form of Acceptance, Shareholders shall be entitled to receive:

The Offer values the existing issued share capital of IBEX at approximately £44.3 million, and represents a premium of:

· approximately 30 per cent. to the Closing Price of 86 pence per IBEX Share on 20 October 2016, being the last Business Day prior to the date of this Announcement; and

· 18 per cent. to the average Closing Price of 95 pence per IBEX Share over the six month period to 20 October 2016, being the last Business Day prior to the date of this Announcement.

The Offer will extend to all IBEX Shares unconditionally allotted or issued and fully paid on the date of the Offer and any IBEX Shares which are unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the IBEX Share Incentive Schemes) whilst the Offer remains open for acceptance or by such earlier date as India Bidco may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes unconditional as to acceptances.

IBEX 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.

A condition of India Bidco announcing a firm intention to make the Offer was that Shareholders in receipt of the Offer Price (either by way of accepting the Offer or having their Shares compulsorily acquired by India Bidco pursuant to sections 974 to 991 of the 2006 Act) should not also receive any future dividends. The IBEX Board has therefore declared a final dividend and set out a final dividend timetable as set out in paragraph 7 below.

3. Recommendation

The Independent Directors, who have been so advised by Liberum, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors, Liberum has taken into account the commercial assessments of the Independent Directors. Liberum is providing independent financial advice to the Independent Directors for the purpose of Rule 3 of the City Code. 

Accordingly, the Independent Directors intend to recommend unanimously that Shareholders accept the Offer.

The Relationship Deed entered into between IBEX, TRGI, Liberum and Cenkos in connection with the original admission of the IBEX Shares to trading on AIM prevents India Bidco from acquiring an interest in IBEX Shares where such interest would mean that the aggregate interest of TRGI and its affiliates exceeds 75 per cent. of the issued share capital of IBEX. Accordingly, each of IBEX, India Bidco, TRGI, Liberum and Cenkos has entered into a deed of amendment in respect of the Relationship Deed which provides that India Bidco and the TRGI Group may acquire IBEX Shares in excess of such limit in connection with the Offer, including (subject to the City Code and the rules of the London Stock Exchange) by way of market or private purchases. The Relationship Deed terminates automatically on Delisting.

5. Information on IBEX

IBEX is a provider of contact centre services and other business process outsourcing solutions to enterprise customers. With its management team headquartered in Washington, DC, IBEX delivers onshore, near shore and offshore solutions in seven countries, across 20 call centres employing over 15,000 employees.

IBEX provides call centre and back office solutions to enterprise clients. Some of these services include inbound technical support, inbound customer care, inbound sales, inbound customer retention and outbound customer acquisition.

In the financial year ended 30 June 2016, IBEX achieved turnover of US$255.5m and profit before tax of US$7.1m.

Further information relating to IBEX will be contained in the Offer Document.

6. Current trading and prospects of IBEX

On 28 September 2016, the Company released its annual results for the financial year ended 30 June 2016, a copy of which can be found at www.ibexglobal.com. There has been no material change in the financial or operating condition of the Company since the release of the Company's annual results.

7. Dividends

In its annual results announcement, the IBEX Board announced its intention to pay a final dividend of 6.6 cents per IBEX Share, representing a total dividend for the year of 11.7 cents per IBEX Share and that the final dividend was to be declared ahead of the 2016 Annual General Meeting, and expected to be paid before the end of the calendar year, in line with previous periods. The IBEX Board hereby declares a final dividend of 6.6 cents per IBEX Share to be paid on 1 March 2017 to those IBEX Shareholders whose names appear on the register of members on 28 February 2017, subject to the approval of IBEX Shareholders at IBEX's forthcoming Annual General Meeting of IBEX (notice of which is expected to be sent to IBEX Shareholders shortly). IBEX Shareholders who accept the Offer (or whose IBEX Shares are otherwise compulsorily acquired by India Bidco pursuant to sections 974 to 991 of the 2006 Act) will, subject to the Offer becoming or being declared wholly unconditional, cease to be on the register of members on such record date and they will therefore not be entitled to receive the 6.6 cent final dividend now being declared by the IBEX Board.

TRGI has given IBEX an irrevocable undertaking to vote in favour of the resolution to approve the dividend at the forthcoming Annual General Meeting of IBEX.

8. Background to and reasons for the Offer

Since its IPO, IBEX has grown turnover, adjusted EBITDA, site numbers and employees strongly. However, the strength of the Company's growth has often led to extra demands for capital expenditure which has negatively impacted net income and net debt levels.

Since its admission to trading on AIM, the Company has had at least two profit warnings and negative trading updates, resulting in the price of IBEX Shares falling from 147 pence per IBEX Share at admission to a Closing Price of 86 pence per IBEX Share on 20 October 2016, being the Business Day immediately prior to the date of this Announcement.

It is the view of TRGI that as IBEX has not delivered on market expectations over the period since its admission to trading on AIM, the market has lost confidence in the ability of IBEX to deliver forecast numbers. TRGI considers that it is likely to take a long period of time, with the need for a substantial improvement in the financial results and positive trading updates, to rebuild the market's confidence in IBEX and for IBEX's share price to recover significantly.

TRGI sees clear potential in IBEX and believes in the strategy being employed by management to grow the business. As the Company remains in its growth phase, TRGI believes that the Company will continue to require additional capital expenditure, provided on a flexible basis, which if the Company remains on AIM will continue to depress the Company's share price. Accordingly, TRGI believes that IBEX's ability to achieve its future growth potential, both organic and inorganic, will be enhanced under its ownership and away from the public arena. TRGI believes that it will be an excellent partner for IBEX during the next phase of its development.

In addition, TRGI believes that the Offer presents an opportunity for Shareholders to realise a significant premium to the Closing Price per IBEX Share of 86 pence on 20 October 2016, being the Business Day immediately prior to the date of this Announcement. Given the concentration of shareholdings amongst a small number of Shareholders and the relative lack of liquidity in IBEX Shares, TRGI believes that the Offer presents an opportunity for Shareholders to crystallize cash value for their shareholdings which is not likely to be achieved in the short to medium term if IBEX were to remain independent and quoted on AIM.

TRGI believes that having an AIM quotation is of little benefit to IBEX and that it imposes significant financial and administrative costs, and constraints, on IBEX. Accordingly, it is making the Offer in order to give Shareholders the opportunity to realise a fair value for their IBEX Shares in cash.

9. Background to and reasons for the Recommendation

IBEX, which was originally a wholly-owned subsidiary of TRGI, was admitted to trading on AIM in June 2013. The purpose of the admission to AIM was to raise approximately £14.6m to provide liquidity for TRGI, pay down debt, fund the future growth of the business and provide incentives for existing and future staff. TRGI maintained an interest of approximately 75 per cent. of IBEX immediately after admission to trading on AIM.

Since its admission to trading on AIM, IBEX has grown its revenues from $184m for the financial year ending 30 June 2014 to US$255.5m for the financial year ending 30 June 2016, whilst over the same period adjusted earnings before interest, depreciation, tax and amortisation has grown from US$9.1m to US$17.9m. However, this growth has required higher levels of capital expenditure than anticipated at admission to AIM, which has led to a negative impact on earnings and net debt levels. The Company's trading performance has also fallen short of market expectations on a number of occasions over the period and the concentration of shareholders on the register has increased such that the free float of the Company's shares currently stands at approximately 12 per cent.

The consequence of this is that the market for trading in the IBEX Shares is extremely illiquid and the Company's share price is at a significant discount to that which the Independent Directors believe represents a fair valuation of IBEX. It is the Independent Directors' belief that it will take a considerable amount of time for market confidence to be restored such that Shareholders can benefit from market liquidity and an increase in the Company's share price to at or above the Offer Price.

TRGI approached the Company on 30 August 2016 with an indicative offer for IBEX Shares which was initially rejected. However the Independent Directors have since negotiated an Offer Price which represents a cash exit for Shareholders at a reasonable premium and a revised indicative offer of 112 pence per IBEX Share was presented by TRGI on 7 October 2016.

In reviewing the Offer, the Independent Directors have taken into account that the terms of the Offer represent a premium, in cash, equivalent to 31 per cent. to the Closing Price per IBEX Share on 29 August 2016 being the last Business Day prior to the TRGI approach to IBEX. The Independent Directors considered this premium against the fact that TRGI already owns approximately 71 per cent. of IBEX's existing share capital and, hence, has effective control. Whilst the Independent Directors acknowledge that TRGI chose to approach the Company to explore a liquidity option for Shareholders who do not wish to continue their ownership in a private company, they are also mindful that TRGI's effective control could likely bring about a cancellation of the Company's admission to trading on AIM without making an offer to minority shareholders if they wished to do so.

After due consideration, the Independent Directors have therefore concluded that the Offer to IBEX Shareholders, in the circumstances, offers an acceptable value and an opportunity to crystalize a premium to the current market price in cash.

Accordingly, the Independent Directors intend to recommend unanimously that Shareholders accept the Offer.

The Independent Directors are those of the IBEX Directors who are independent of TRGI, being all of the IBEX Directors other than Zia Chishti, who is the Chief Executive Officer and Chairman of TRGI, Mohammed Khaishgi, who is the Chief Operating Officer of TRGI, Karl Gabel, who is a TRGI shareholder and who has held finance roles within several TRGI owned entities over several years, and John Leone, who is the Managing Director of PineBridge Investments, an investor in TRGI.

10. Cancellation of admission to AIM and compulsory acquisition of IBEX Shares held by minority Shareholders

Following the Offer becoming or being declared unconditional in all respects, India Bidco intends to seek to cancel the admission of IBEX Shares to trading on AIM as soon as possible thereafter.

Shareholders should note that the TRGI Group is interested in 28,075,676 IBEX Shares representing 70.98 per cent. of the issued share capital of IBEX.

In accordance with AIM Rule 41, IBEX hereby gives notice of the intended Delisting which, subject to the Offer becoming or being declared unconditional in all respects and subject to India Bidco receiving valid acceptances under the Offer in respect of, and/or having otherwise acquired, such number of IBEX Shares as would, together with the IBEX Shares in which the TRGI Group is already interested, result in the TRGI Group being interested in more than 75 per cent. of the issued share capital of IBEX, will take place at least five Business Days after the Offer becomes or is declared unconditional in all respects and no earlier than 7:00 a.m. on 18 November 2016. IBEX will provide further details of the Delisting timetable in due course although, for the avoidance of doubt, if the Conditions of the Offer are not met or waived Delisting will not take place.

The Delisting will significantly reduce the liquidity and marketability of IBEX Shares. It is also intended that, following the Offer becoming or being declared unconditional in all respects and, assuming the Delisting occurs, IBEX will be re-registered as a private company under the relevant provisions of the 2006 Act.

If India Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires after the Offer is made 90 per cent. or more in value of the IBEX Shares to which the Offer relates and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), India Bidco intends to exercise its rights in accordance with sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining IBEX Shares on the same terms as the Offer.

If the Offer becomes or is declared wholly unconditional and Delisting occurs, and if India Bidco does not receive sufficient acceptances under the Offer to entitle it compulsorily to acquire the remaining IBEX Shares, Shareholders who have not validly accepted the Offer will be shareholders in an unlisted company with no ready or liquid market for their IBEX Shares and no right for their IBEX Shares to be compulsorily acquired by India Bidco.

The Offer extends to any IBEX 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 India Bidco may, subject to the City Code and/or with the consent of the Panel, determine) as a result of the exercise of options or other awards granted under the IBEX Share Incentive Schemes. 

All of the options granted under the IBEX Share Incentive Schemes have an exercise price above the Offer Price. Accordingly, the Panel has consented to TRGI not making an offer equivalent to the Offer to the holders of such options.

Participants in the IBEX 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 IBEX in due course.

India Bidco is not proposing any new incentive arrangements, or any amendments to any existing incentive arrangements, in respect of any members of the IBEX Group's management.

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 IBEX's website at www.ibexglobal.com and TRGI's website at www.trgworld.com/IBEXoffer:

· a copy of this Announcement;

· TRGI's irrevocable undertaking to vote referred to in paragraph 7 above;

· the confidentiality agreement refered to in paragraph 18 above; and

· the deed of amendment of the Relationship Deed refered to in paragraph 3 above.

The Offer will comply with the applicable rules and regulations of the City Code, the AIM Rules and the requirements of the Panel and the London Stock Exchange.

There are no agreements or arrangements to which India Bidco 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 the source and bases of certain financial and other information contained in this Announcement. Appendix III 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 India Bidco will thereafter cease to be bound by prior acceptances of the Offer.

Enquiries

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 IBEX 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 India Bidco save for the declaration by the IBEX Board of a final dividend referred to in paragraph 7, which is the responsibility of the IBEX Board.

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 India Bidco intends to despatch shortly to Shareholders, persons with information rights and, for information only, to participants in the IBEX 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 IBEX may be provided to India Bidco during the Offer Period as required under Section 4 of Appendix 4 to the City Code.

Opus Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TRGI and India Bidco and no one else in connection with the Offer and will not be responsible to anyone other than TRGI and India Bidco 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 and India Bidco in the form and context in which they appear.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for IBEX and no one else in connection with the Offer and will not be responsible to anyone other than IBEX for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein. Liberum Capital 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 IBEX in the form and context in which they appear.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF IBEX SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT. SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY, ONCE IT HAS BEEN DESPATCHED.

This Announcement, oral statements made regarding the Offer, and other information published by India Bidco and IBEX and the Independent Directors contain statements that are or may be deemed to be "forward-looking statements". 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 forth in this Announcement since such date. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of India Bidco and/or IBEX 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 India Bidco and/or IBEX, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this Announcement 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 India Bidco or IBEX. 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, India Bidco, any member of the TRGI Group, nor IBEX, any member of the IBEX Group, nor the IBEX Directors or India Bidco 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 IBEX for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for IBEX.

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, Japan, the Republic of South Africa 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, Japan, the Republic of South Africa 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, Japan, the Republic of South Africa 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, the rules of the London Stock Exchange and the City Code, 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.

OVERSEAS IBEX SHAREHOLDERS (INCLUDING IBEX SHAREHOLDERS IN THE UNITED STATES) SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS. IF YOU ARE IN ANY DOUBT ABOUT YOUR LEGAL OR OTHER POSITION, YOU SHOULD PROMPTLY CONSULT YOUR APPROPRIATE ADVISER IN THE RELEVANT JURISDICTION.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the City Code, IBEX confirms it has 39,515,318 ordinary shares of 1 penny each in issue (excluding 39,082 IBEX Shares held in treasury) and admitted to trading on the AIM market of the London Stock Exchange. The International Securities Identification Number for the IBEX Shares is GB00BBCRF441.

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 India Bidco may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of such number of IBEX Shares which, together with the IBEX Shares held, acquired, or agreed to be acquired before such time (whether pursuant to the Offer or otherwise), will result in India Bidco, the TRGI Group and any person acting in concert with them holding IBEX Shares carrying, in aggregate, more than 75 per cent. of the voting rights then normally exercisable at a general meeting of IBEX (or such lesser percentage as India Bidco may decide, but not less than 50 per cent.), including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to IBEX 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) IBEX 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;

(ii) IBEX Shares (if any) that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances are IBEX Shares to which the Offer relates; and

(iii) valid acceptances shall be deemed to have been received in respect of any IBEX Shares that India Bidco shall have acquired, or unconditionally contracted to acquire, pursuant to section 979(8) of the 2006 Act;

(b) 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 IBEX 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 India Bidco of any shares or other securities in, or control of, IBEX 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 IBEX 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 IBEX 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 IBEX Shares or any shares, loans or securities convertible into IBEX Shares or to exercise voting or management control over any member of the IBEX Group in any such case which is material in the context of the IBEX Group taken as a whole;

(iv) save pursuant to the Offer or sections 974 to 991 of the 2006 Act, require any member of the TRGI Group and/or any member of the IBEX Group to acquire or offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the IBEX Group owned by or owed to any Third Party in circumstances which would impose on India Bidco or any member of the IBEX Group a liability which is material in the context of the IBEX Group taken as a whole;

(v) result in a material delay in the ability of India Bidco, or render it unable, to acquire some or all of the IBEX Shares to which the Offer relates;

(vi) require a divestiture by India Bidco or any member of the TRGI Group of any shares or other securities (or the equivalent) in IBEX to an extent in any such case which is material to India Bidco in the context of the Offer;

(vii) result in any member of the TRGI Group or the IBEX 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 IBEX 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 IBEX Group or TRGI Group to an extent which is material in the context of the Offer or the IBEX 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 IBEX carries on business, having expired, lapsed or been terminated;

(c) 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 the IBEX Group carries on business having expired, lapsed or been terminated and all statutory or regulatory obligations in any jurisdiction in which the IBEX 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 India Bidco of any shares or other securities in, or control of, IBEX or any member of the IBEX 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 India Bidco of any shares or other securities in, or control of, IBEX or any member of the IBEX Group or the carrying on by any member of the IBEX Group of its business or in relation to the affairs of any member of the IBEX Group having been obtained in terms and in a form reasonably satisfactory to India Bidco from all appropriate Third Parties or persons with whom any member of the IBEX 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 IBEX Group taken as a whole;

(d) except as publicly announced by IBEX prior to 20 October 2016 through a Regulatory Information Service (a "RIS") or disclosed in writing to India Bidco or its advisers prior to 20 October 2016 or as disclosed in the annual report and accounts of IBEX 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 IBEX 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, IBEX by India Bidco, or because of a change in the control or management of IBEX or otherwise, could reasonably be expected to result in (to an extent which is material in the context of the IBEX Group taken as a whole):

(i) any indebtedness or liabilities actual or contingent of, or any grant available to, any member of the IBEX 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 IBEX 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 IBEX 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 IBEX 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 IBEX 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 IBEX Group;

(v) any member of the IBEX 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 IBEX Group being required to acquire or repay any shares in and/or indebtedness of any member of the IBEX 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 IBEX Group;

(viii) the value or financial or trading position of any member of the IBEX Group being prejudiced or adversely affected (to an extent which is material in the context of the IBEX 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 IBEX 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 IBEX Group taken as a whole;

(e) since 30 June 2015 and except as disclosed in IBEX's annual report and accounts for the year ended 30 June 2015, or as disclosed by or on behalf of IBEX to India Bidco or its advisers in writing prior to 20 October 2016 or as otherwise publicly announced by IBEX on or prior to 20 October 2016 through a RIS or as disclosed in this Announcement, no member of the IBEX 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 IBEX and any of its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for options granted under the IBEX Share Incentive Schemes before 20 October 2016 or the issue of any IBEX Shares allotted upon the exercise of options granted before 20 October 2016 under the IBEX 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 IBEX Group;

(iii) save as between IBEX and its wholly-owned subsidiaries, or upon the exercise of options granted under the IBEX 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 IBEX Group taken as a whole;

(iv) save as between IBEX 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 IBEX Group which in each case would be material in the context of the IBEX 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 IBEX 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 IBEX Group taken as a whole;

(vii) entered into any contract, transaction or arrangement which would be materially restrictive on the business of the IBEX 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 IBEX 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 IBEX 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 IBEX or any director or senior executive of the IBEX 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 articles of association 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 IBEX 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 (e) (ix) or Condition (e) (xiii) above; or

(xvii) 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 (e);

(f) except as publicly announced by IBEX prior to 20 October 2016 through a RIS or disclosed in writing to TRGI or India Bidco or its advisers prior to 20 October 2016 and save as disclosed in this Announcement or the annual report and accounts of IBEX for the financial year ended 30 June 2015, 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 IBEX Group taken as a whole;

(ii) no material litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the IBEX 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 IBEX Group, having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the IBEX Group in any way which is material in the context of the IBEX 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 IBEX Group taken as a whole;

(g) except as publicly announced by IBEX prior to 20 October 2016 through a RIS or disclosed in writing to TRGI or India Bidco or its advisers prior to 20 October 2016 and save as disclosed in this Announcement or the annual report and accounts of IBEX for the financial year ended 30 June 2015, TRGI or India Bidco not having discovered:

(i) that any financial, business or other information concerning IBEX or the IBEX Group which is contained in the information publicly disclosed at any time by or on behalf of any member of the IBEX 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 (g)(i); or

(iii) that any member of the IBEX Group is subject to any liability, contingent or otherwise which is material in the context of the IBEX Group taken as a whole; and

(h) save as disclosed by or on behalf of IBEX to TRGI or India Bidco or its advisers in writing prior to 20 October 2016, TRGI or India Bidco not having discovered that:

(i) any member of the IBEX 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 IBEX 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 IBEX 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 IBEX 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 India Bidco shall cease to be bound by acceptances delivered on or before the date on which the Offer so lapses. 

2. India Bidco reserves the right (subject to the requirements of the City Code and the Panel) to waive all or any of the Conditions in paragraphs (b) to (h) (inclusive) of Part 1, in whole or in part, at its absolute discretion.

3. India Bidco 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. At such time as the Condition in paragraph (a) of Part 1 has been satisfied, TRGI will declare the Offer unconditional in all respects unless it has at that time notified the Panel and IBEX of some fact or circumstance which entitles (or might reasonably be expected with further investigation to entitle) it to declare the Offer to have lapsed in reliance on some other Condition.

5. Except with the consent of the Panel, 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 India Bidco 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 India Bidco may, with the consent of the Panel or in accordance with the City Code, decide).

6. The IBEX Shares will be acquired by India Bidco 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 IBEX in respect of an IBEX Share on or after the date of this Announcement, India Bidco reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital so received by Shareholders, the price payable under the Offer in respect of an IBEX Share, except insofar as the IBEX Share is or will be transferred pursuant to the Offer on a basis which entitles India Bidco 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 IBEX Share, will be obliged to account to India Bidco for the amount of such dividend and/or distribution and/or return of capital. If India Bidco exercises the right to reduce the Offer Price by all or part of the amount of a dividend (or other distribution) that is not paid, Shareholders on the relevant record date will be entitled to receive and retain that divided (or other distribution).

7. India Bidco reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a scheme of arrangement. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

8. Each of the Conditions shall be regarded as a separate condition and shall not be limited by reference to any other Condition.

9. The Conditions are inserted for the benefit of India Bidco and no Shareholder shall be entitled to waive any of the Conditions without the prior written consent of India Bidco.

10. In deciding whether or not to accept the Offer in respect of their IBEX Shares, Shareholders should rely on the information contained in, and follow the procedures described in, the Offer Document and (if they hold their IBEX 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).

11. 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, the London Stock Exchange, the AIM Rules and the City Code. This Announcement does not constitute, or form part of, an offer or invitation to purchase IBEX Shares or any other securities.

APPENDIX II

SOURCES AND BASES

(a) As at the close of business on 20 October 2016, IBEX had 39,515,318 ordinary shares of 1 penny each (excluding 39,082 IBEX Shares held in treasury) in issue and admitted to trading on AIM. The International Securities Identification Number for the IBEX Shares is GB00BBCRF441.

(b) The value attributed to the existing and to be issued share capital of IBEX is based upon the 39,515,318 IBEX Shares in issue (excluding 39,082 IBEX Shares held in treasury) as at the date of this Announcement, as disclosed by IBEX in accordance with AIM Rule 26.

(c) Unless otherwise stated, the financial information concerning IBEX has been extracted from the audited annual report and accounts for IBEX for the financial years ended on each of 30 June 2014 and 30 June 2015.

(d) IBEX 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 IBEX's issued ordinary share capital and voting rights are based on the number of IBEX Shares in issue as set out in paragraph (a) above.

APPENDIX III

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

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.