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January 16, 2020
Robert Dechant
Chief Executive Officer
IBEX LIMITED
1700 Pennsylvania Avenue NW, Suite 560
Washington, DC 20006
Re: IBEX LIMITED
Draft Registration Statement on Form F-1
Submitted December 20, 2019
CIK: 0001720420
Dear Mr. Dechant:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1 filed December 20, 2019
Capitalization, page 54
1. Your disclosure indicates that your pro forma as adjusted basis gives
effect to the sale of
your common shares and the application of $ of the net proceeds
therefrom. Please
clarify how the proceeds are being applied in your presentation.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 62
2. Please further clarify your disclosure to describe the impact the
Velocity client segment
has had on your operating results for the periods presented and why you
separately
disclose revenues from this client segment. We note your disclosure that
the growth with
Robert Dechant
FirstName LastNameRobert Dechant
IBEX LIMITED
Comapany NameIBEX LIMITED
January 16, 2020
January 16, 2020 Page 2
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these clients is a key driver in the increase in your revenue from
non-voice channels.
Clarify how revenue from non-voice channels has impacted your
operating results for the
periods presented. Further, tell us how you considered providing
disclosure of revenue
earned from each of your other client industries with a discussion of
the economic and
other conditions that impact each of these industries.
Results of Operations
Consolidated Statement of Comprehensive Income
Fiscal Year Ended June 30, 2018 and 2019, page 79
3. Please disclose the factors that resulted in the increase in net
income from discontinued
operations for the year ended June 30, 2019 as compared to June 30,
2018.
Internal Controls over Financial Reporting, page 88
4. Please further clarify the nature of the material weaknesses related
to the revenue
recognition at one of your subsidiaries and the estimate of renewable
revenue for
Etelequote Limited. Clarify the dollar amount of any misstatements
that resulted from any
of your material weaknesses identified and the periods that were
impacted.
Business, page 90
5. You disclose that you are "a leading provider of technology-enabled
customer interaction
solutions for enterprise clients." Please disclose the basis for this
statement and what
measures you are using, such as revenues, market share or some other
standard. In this
regard, we note your disclosure on page 124 that "[t]he customer
acquisition and customer
management segments in which we compete are highly fragmented with the
largest 10
providers for call center and BPO services representing a total of
approximately 30% of
the market."
Compensation of Executive Officers and Directors, page 137
6. Please disclose the amount of compensation paid to your officers and
directors for the
most recently completed fiscal year on either an individual or
aggregate basis, as
applicable, pursuant to Part I, Item 6(B)(1) of Form 20-F.
Shareholder Suits, page 159
7. We note that your exclusive forum provision identifies the Southern
District of New
York as the exclusive forum for certain litigation, including private
actions under the
Securities Act or the Exchange Act. We note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please revise your
Robert Dechant
IBEX LIMITED
January 16, 2020
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prospectus to state that there is uncertainty as to whether a court
would enforce such
provision and investors cannot waive compliance with the federal
securities laws and the
rules and regulations thereunder.
Consolidated Financial Statements
Notes to Financial Statements
3.9 Adoption of IFRS 15 Revenue from Contracts with Customers
Customer Management, page F-26
8. Your disclosure states that as a result of the adoption of IFRS 15,
IBEX Global Limited
was impacted by the deferral of training revenues. As the revenues
generated from
training did not qualify to be treated as a performance obligation,
the requirement was to
defer those revenues over the life of the agreement. However, we note
that your revenue
recognition policy prior to the adoption of IFRS 15 as previously
disclosed on page F-20
of your Form F-1/A filed on 3/28/18 also indicated that revenues for
the initial training
that occurs upon commencement of a new client contract are deferred
and recognized on a
straight-line basis over the life of the client contract. Please
clarify your disclosure to more
specifically describe the changes with respect to training revenue
upon the adoption of
IFRS 15
19.5 Restricted Stock Award Program, page F-68
9. Your disclosure on page F-69 indicates that you issued 2,373,374
restricted shares.
However, your disclosure on page F-70 indicates that you issued
2,373,374 options.
Please revise or advise. Please also disclose the fair value of your
common shares used in
the determination of the fair value of options or restricted shares
granted in the year ended
June 30, 2019. Clarify the factors that contributed to any significant
differences in this fair
value and the $14.00 per share fair value used in the determination of
the fair value of
your options granted in the year ended June 30, 2018.
10. Please disclose the unrecognized compensation expense associated with
your current
plans as of June 30, 2019, and the period over which it will be
recognized.
25.3 Revenue from contracts with customers, page F-85
11. Tell us how you considered disclosing the aggregate amount of
transaction price allocated
FirstName LastNameRobert Dechant
to performance obligations that are unsatisfied as of the end of the
reporting period and
Comapany NameIBEX LIMITED this amount as revenue, as required by paragraph 120
of
when you expect to recognize
IFRS 15.
January 16, 2020 Page 3
FirstName LastName
Robert Dechant
FirstName LastNameRobert Dechant
IBEX LIMITED
Comapany NameIBEX LIMITED
January 16, 2020
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January 16, 2020 Page 4
FirstName LastName
You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology