IBEX Ltd. Files 8-K: Material Agreement, Financials, Equity Sales

TL;DR

IBEX Ltd. dropped an 8-K: new debt, sold stock, and filed financials. Watch this space.

AI Summary

On November 19, 2024, IBEX Ltd. entered into a material definitive agreement. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. Additionally, IBEX Ltd. provided a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by IBEX Ltd., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• IBEX Ltd. (company) — Registrant
• November 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Registered Common shares, par value of $0.0001 IBEX Nasdaq Global Market Indicate by
• $70 m — pany Shares") for an aggregate price of $70 million, of which $45 million was paid in
• $45 million — ggregate price of $70 million, of which $45 million was paid in cash and $25 million was pa
• $25 million — which $45 million was paid in cash and $25 million was paid in the form of a convertible p

Filing Documents

• ibex-20241119.htm (8-K) — 38KB
• exhibit101calloptionagreem.htm (EX-10.1) — 65KB
• exhibit102convertiblepromi.htm (EX-10.2) — 66KB
• exhibit991ibexlimitedpress.htm (EX-99.1) — 10KB
• 0001628280-24-048601.txt ( ) — 338KB
• ibex-20241119.xsd (EX-101.SCH) — 2KB
• ibex-20241119_lab.xml (EX-101.LAB) — 23KB
• ibex-20241119_pre.xml (EX-101.PRE) — 13KB
• ibex-20241119_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On November 19, 2024 (the "Closing Date"), IBEX Limited (the "Company") entered into a purchase agreement (the "Purchase Agreement") with The Resource Group International Limited, an exempted company incorporated in Bermuda and the Company's controlling shareholder ("TRGI"), pursuant to which the Company purchased from TRGI 3,562,341 issued and outstanding common shares, par value $0.0001 per share, of the Company (the "Company Shares") for an aggregate price of $70 million, of which $45 million was paid in cash and $25 million was paid in the form of a convertible promissory note (the "Seller Note"), issued by the Company to TRGI on the Closing Date (the consummation of such transaction, the "Closing"). Following the Closing, TRGI directly owns of record 1,786,091 issued and outstanding Company Shares. Call Option Agreement On the Closing Date and immediately following the Closing, the Company entered into a call option agreement (the "Option Agreement") with TRGI, pursuant to which TRGI has granted to the Company an option to purchase any other Company Share "beneficially owned" (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by TRGI, directly or indirectly, whether now or in the future, upon the occurrence of a change in control of TRGI (as defined in the Option Agreement) during the next four years. The exercise price per share for such call option shall be equal to the volume weighted average trading price of a Company Share on the Nasdaq Global Market during the 30 days immediately prior to the exercise date. Seller Note On the Closing Date, the Company issued to TRGI the Seller Note, with a principal amount of $25 million (the "Loan") to fund the repurchase of the Company Shares from TRGI under the Purchase Agreement. The Loan bears interest at 7% per annum, which interest is payable in cash monthly in arrear

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this report is hereby incorporated by reference into this Item 3.02 insofar as it relates to the Seller Note, which may constitute an unregistered sale of equity securities of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the press release announcing the matters described above is attached to this report as Exhibit 99.1 and incorporated herein by reference. The information contained in Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. EXHIBIT INDEX Exhibit No. Description 10.1 Call Option Agreement, dated November 19, 2024, by and between the Company and TRGI 10.2 Convertible Promissory Note, dated November 19, 2024, issued by the Company to TRGI 99.1 Press Release, dated November 19, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IBEX LIMITED (Registrant) Date: November 20, 2024 /s/ Robert Dechant (Signature) Name: Robert Dechant Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR