IBS : Posting of Scheme Circular and Prospectus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Ramsey, the Isle of Man, August 5, 2014 - IBS Group Holding Limited (IBSG:GR; IBSGq.DE) ("IBS" or the "Company"), a leading software developer and IT services provider in Central and Eastern Europe, announces that it is today posting a scheme document (the "Scheme Document") relating to the scheme of arrangement of IBS (the "Scheme") and a prospectus relating to the shares of Class B Ordinary shares in the capital of Luxoft Holding Inc. ("Luxoft B Shares"), which would be transferred pursuant to the Scheme.

Posting of Scheme Circular and Prospectus

On 14 July 2014, IBS Group Holding announced the details of proposals it intended to make to reorganize IBS Group (the "Proposals") by:

ocancelling certain securities held by IBS Securityholders, and distributing Luxoft B Shares to such IBS Securityholders, which will, as a result of being transferred, convert to Luxoft A Shares; and

ode-listing IBS Group GDRs from the Frankfurt Stock Exchange.

IBS announces that it is today posting the Scheme Document to shareholders, containing further information on the Scheme and convening two IBS shareholder meetings for 11.00 a.m. and 11.15 a.m. respectively (Central European Time) on 15 September 2014 at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank Street, London, E14 5DS, at which resolutions will be proposed to approve the Scheme and certain other matters. 

The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, a timetable of principal events and details of the action to be taken by Scheme Securityholders. The expected timetable of principal events for implementation of the Acquisition is set out below.

A prospectus, published by IBS Group Holding containing, amongst other things, details of the Luxoft A Shares (the "Prospectus") has been approved by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (the "BaFin") and is also being posted to Scheme Shareholders today. 

The Bank of New York Mellon, as depositary for the IBS Group Holding global depositary receipt programme, will circulate the Scheme Document, the Prospectus and a Voting Instruction to IBS Group GDR Holders.

The Scheme Document, Prospectus and the Forms of Proxy for use by Scheme Shareholders at the Court Meeting and the General Meeting are also available at: http://www.ibsgr.com/investor-relations/proposal-to-shareholders/.

The expected timetable of principal events (some of which are indicative) is set out below. Unless otherwise stated, all references to times are to Central European time.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

IBS Group Holding:

Investor Relations:
Andrei Novikov
IR Director
tel: [phone] (ext.4095)
[e-mail]

This announcement has been issued by and is the sole responsibility of IBS Group Holding.

This announcement is an advertisement and not a prospectus and you should not subscribe for or purchase any shares on the basis of information contained in this announcement.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of, any securities.

Neither the contents of IBS Group Holding's website nor the contents of any website accessible from hyperlinks on this announcement or IBS Group Holding's website (or any other website) is incorporated into, or forms part of, this announcement, the Scheme Document or the Prospectus.

Renaissance, which is authorised and regulated in Cyprus by the Cyprus Securities and Exchange Commission, is acting exclusively for IBS Group Holding and no one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Proposals and will not be responsible to anyone (whether or not a recipient of this document) other than IBS Group Holding for providing the protections afforded to clients of Renaissance or for providing advice in connection with the Proposals or any transaction matter or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Renaissance by the Cyprus Securities and Exchange Commission or by the regulatory regime established thereunder, Renaissance accepts no responsibility whatsoever for the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with IBS Group Holding, Luxoft or the Proposals. Renaissance accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and has its registered office address at Vintners Place, 68 Upper Thames Street, London EC4V 3BJ, United Kingdom, is acting exclusively for the Special Committee of the Board of IBS Group Holding and no one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Proposals and will not be responsible to anyone (whether or not a recipient of this document) other than the Special Committee of the Board of IBS Group Holding for providing the protections afforded to clients of Jefferies or for providing advice in connection with the Proposals or any transaction matter or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies by the FSMA or by the regulatory regime established thereunder, Jefferies accepts no responsibility whatsoever for the contents of this document, including its accuracy or completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with IBS Group Holding, Luxoft or the Proposals. Jefferies accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

The release, publication or distribution of this document and/or the accompanying documents in or into jurisdictions other than Isle of Man or Germany, may be restricted by law and therefore this document and/or the accompanying documents may not be distributed or published in any jurisdiction except in compliance with any applicable laws and regulations. Persons into whose possession this document and/or the accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

This release contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. IBS Holding Limited disclaims any obligation to update any forward-looking statements contained herein, except as required pursuant to applicable law.

The Scheme Shares have not been, and will not be, registered under the US Securities Act of 1933 (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the U.S. or to U.S. Persons (as defined in the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

Any Scheme Shares issued pursuant to the Scheme will be issued in reliance on the exemption from the registration requirements of the Securities Act provided in Section 3(a)(10) of the Securities Act based on the approval of the Scheme by the Court. If the Court approves the Scheme, its approval will constitute the basis for the Scheme Shares to be issued without registration under the Securities Act, in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10).

The Scheme Securityholders must rely on their own examination of the terms of the Scheme, including the merits and risks involved. The Scheme Document has not been filed with or reviewed by the U.S. Securities and Exchange Commission or any state securities authority and none of them has approved, disapproved, passed upon or endorsed the merits of the Scheme or the accuracy, adequacy or completeness of the Scheme Circular. It is unlawful to make any representation inconsistent with the provisions of this paragraph.

No clearances have been, nor will be, obtained from the Securities Commission of any province or territory of Canada; no prospectus in relation to the Luxoft Shares has been, or will be, lodged with, or registered by The Australian Securities and Investments Commission; and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Luxoft Shares. Accordingly, subject to certain exceptions, the Luxoft Shares may not, directly or indirectly, be offered or sold within Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan.

IN MAKING A DECISION, SCHEME SECURITYHOLDERS MUST RELY ON THEIR OWN EXAMINATION OF THE SCHEME INCLUDING THE MERITS AND RISKS INVOLVED IN THE PROPOSALS. THIS ANNOUNCEMENT DOES NOT IN ANY WAY CONSTITUTE A RECOMMENDATION TO SCHEME SHAREHOLDERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCHEME SHAREHOLDERS SHOULD SATISFY THEMSELVES CONCERNING THE TAX, LEGAL, CURRENCY AND OTHER ECONOMIC CONSIDERATIONS RELEVANT TO THE PROPOSAL AND ENSURE THAT THEY ARE THOROUGHLY FAMILIAR WITH THE TERMS OF THE PROPOSAL BEFORE PARTICIPATING IN THE PROPOSAL.

This announcement is directed only at (i) persons outside the United Kingdom; (ii) persons having professional experience in matters relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (iii) persons as described in Article 49(2)(a) to (d) of the Order; or (iv) to persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i) to (iv) above together being referred to as "Relevant Persons"). The investment activity referred to herein is only available to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

This announcement is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities referred to herein in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. The securities have not been and will not be registered in the Russian Federation and are not intended for "offering", "placement" or "circulation" in the Russian Federation (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.