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[July 26, 2014]
Luxoft Holding Updates on Scheme of Arrangement with IBS Group Holding [Professional Services Close - Up]
(Professional Services Close - Up Via Acquire Media NewsEdge) Luxoft Holding said that IBS Group Holding Limited, the controlling shareholder of Luxoft Holding announced its intent to propose a reorganization of IBS Group via an exchange of shares and Global Depository Receipts in IBS Group for shares of Luxoft through a scheme of arrangement.
In its release on July 15, the Company said that according to IBS Group's announcement, pursuant to the proposed Scheme, global depositary receipts of IBS Group and issued and outstanding shares of IBS Group, other than the shares held by BXA Investments and Croyton Limited, will be cancelled and class B shares of the Company will be transferred to the holders of the Scheme Securities in consideration for the cancellation of the Scheme Securities.
Such class B shares will convert to class A shares of the Company and each holder of the Scheme Securities would receive 0.9 of the Company's class A shares in exchange for each share of the Scheme Securities they hold as of the Scheme record time.
The terms and conditions of the Scheme are subject to approval by the Isle of Man High Court at a hearing upon the fairness of the terms and conditions of the Scheme, approval at a court-convened meeting of the holders of IBS Group's issued and outstanding shares, other than the shares of BXA and Croyton, and approval at an extraordinary general meeting of IBS Group. If the Scheme is sanctioned by the Isle of Man High Court of Justice and the other conditions to the Scheme are satisfied or waived, the Scheme is expected to become effective in late September 2014.
Following the completion of the Scheme, IBS Group will remain the controlling shareholder of the Company.
According to IBS Group, it currently has 22,610,244 shares issued and outstanding, 8,550,082 of which are GDRs held by minority shareholders, representing a 37.8 percent free float of IBS Group. Luxoft Holding currently has 32,851,345 shares issued and outstanding, of which 22,540,155 shares, or 68.6 percent, owned by IBS Group, and 8,779,356 shares, or 26.7 percent, represent free float of the Company.
Luxoft Holding, Inc is a provider of software development services.
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