UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IBEX LIMITED
(Name of Issuer)
Common Shares, par value $0.0001
(Title of Class of Securities)
G4690M101
(CUSIP Number)
William Corson
65 East 55th Street
New York, NY 10022
(646) 857-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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PineBridge Global Emerging Markets Partners II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
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8
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SHARED VOTING POWER
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1,774,739
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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||||
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10
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SHARED DISPOSITIVE POWER
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1,774,739
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,774,739
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.6%
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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PineBridge GEM II G.P., L.P.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
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8
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SHARED VOTING POWER
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1,774,739
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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1,774,739
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,774,739
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.6%
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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John Leone
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
|
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|
|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
|
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0
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|||
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||||
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8
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SHARED VOTING POWER
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1,774,739
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
|
|
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||
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1,774,739
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
||
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1,774,739
|
|
|
|||
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|
||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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|
||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.6%
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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||||
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 5 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Pierre Mellinger
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
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3
|
SEC USE ONLY
|
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||
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|
|||
|
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|
||||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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French
|
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|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,774,739
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,774,739
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,774,739
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
10.6%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
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|||
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||||
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 6 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
|
||
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Kevin Clowe
|
|
|
|||
|
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
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|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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United States
|
|
|
|||
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,774,739
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,774,739
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,774,739
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
10.6%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
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||||
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 7 of 8 Pages
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Item 1.
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Security and Issuer
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Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S.
Securities and Exchange Commission (the “SEC”) on January 5, 2022, as amended by Amendment No. 1 filed with the SEC on September 17, 2024 (collectively, the “Schedule 13D”), with respect to the common shares, $0.0001 par value (the “Common
Shares”), of IBEX Limited (the “Issuer”), whose principal executive offices are located at 1717 Pennsylvania Avenue NW, Suite 825, Washington, DC 20006. Except as specifically provided herein, this Amendment No. 2
does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings given to them in the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows:
| (a) |
GEM II is the record owner of 1,774,739 Common Shares. As the sole director of PineBridge GEM II GP Ltd., which is the sole general partner of GEM II, GEM II GP may be deemed to beneficially own the Common Shares directly owned by GEM II.
As members of the Investment Committee, each of the Investment Committee Members may be deemed to beneficially own the Common Shares directly owned by GEM II.
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PineBridge GEM II G.P., Co., a Cayman Islands company, is the sole general partner of GEM II GP. PineBridge GEM II G.P., Co. is a wholly-owned subsidiary of PineBridge
Investments Partners LLC, a Delaware limited liability company that is a wholly-owned subsidiary of PineBridge Investments, L.P., a Cayman Islands partnership (“PILP”). The General Partner of PILP is Bridge Holdings Company Limited (“Bridge
Holdings”). Bridge Holdings is wholly owned by Pacific Century Investment Holdings No. 1 Limited (“PCIH No. 1”). PCIH No. 1 is wholly owned by ChiltonLink Limited, which, in turn, is wholly owned by Richard Li. Each of PineBridge GEM II G.P., Co.,
PineBridge Investments Partners LLC, PILP, Bridge Holdings, PCIH No. 1, ChiltonLink Limited, and Richard Li. disclaims beneficial ownership of the Common Shares directly owned by GEM II.
The percentage of outstanding Common Shares of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting
Person’s cover sheet. Such percentage was calculated based on 16,803,198 Common Shares outstanding as of August 30, 2024, as reported on the Issuer’s annual report on Form 10-K filed with the SEC on September 12, 2024.
| (b) |
Regarding the number of shares as to which such person has:
|
| (i) |
sole power to vote or to direct the vote: See line 7 of cover sheets
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| (ii) |
shared power to vote or to direct the vote: See line 8 of cover sheets
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| (iii) |
sole power to dispose or to direct the disposition: See line 9 of cover sheets
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| (iv) |
shared power to dispose or to direct the disposition: See line 10 of cover sheets
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| (c) |
Except for the transactions listed in Exhibit 7 of this Amendment No. 2, the Reporting Persons have not effected any transactions with respect to the Common Shares since the filing of Amendment No. 1 on September 17, 2024.
|
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Item 7.
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Material to be Filed as Exhibits
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Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Schedule of Transactions for Item 5(c) of Amendment No. 2.
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|
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Power of Attorney for John Leone.
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CUSIP No: G4690M101
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SCHEDULE 13D
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Page 8 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 4th day of October, 2024.
PINEBRIDGE GLOBAL EMERGING MARKETS PARTNERS II, L.P.
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By:
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PINEBRIDGE GEM II GP Ltd., its General Partner
|
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By:
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PINEBRIDGE GEM II G.P., L.P., its Sole Director
|
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By:
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PINEBRIDGE GEM II G.P., Co., its General Partner
|
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By:
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/s/ John Leone
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|
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Name:
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John Leone
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|
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Title:
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Vice President
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PINEBRIDGE GEM II G.P., L.P.
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By:
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PINEBRIDGE GEM II G.P., Co., its General Partner
|
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By:
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/s/ John Leone
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|
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Name:
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John Leone
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|
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Title:
|
Vice President
|
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/s/ John Leone
|
||
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John Leone
|
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*
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|
|
Pierre Mellinger
|
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*
|
|
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Kevin Clowe
|
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*/s/ Lindsay Johnson
|
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Lindsay Johnson
|
|
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As attorney-in-fact
|
*This Schedule 13D was executed by Lindsay Johnson on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as an exhibit to the amendment to Form 3 filed by GEM II, GEM II GP,
Mr. Mellinger and Mr. Clowe on July 13, 2023.
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
EXHIBIT 7
SCHEDULE OF TRANSACTIONS
The following table sets forth all transactions in the Common Shares effected by the Reporting Persons since the filing of Amendment No. 1 on September 17, 2024. All such transactions were effected in
the open market through a broker pursuant to the 10b5-1 Plan adopted by GEM II on June 14, 2024.
|
Reporting Person
|
Title of Security
|
Date of Transaction
|
Nature of Transaction
|
Quantity
|
Price
|
|
|
GEM II
|
Common Shares
|
09/18/2024
|
Sell
|
20,000
|
$19.3365(1)
|
|
|
GEM II
|
Common Shares
|
09/19/2024
|
Sell
|
15,000
|
$19.6523(2)
|
|
|
GEM II
|
Common Shares
|
09/23/2024
|
Sell
|
20,000
|
$20.0018(3)
|
|
|
GEM II
|
Common Shares
|
09/24/2024
|
Sell
|
20,000
|
$19.8231(4)
|
|
|
GEM II
|
Common Shares
|
09/25/2024
|
Sell
|
20,000
|
$19.8872(5)
|
|
|
GEM II
|
Common Shares
|
09/26/2024
|
Sell
|
15,000
|
$19.7940(6)
|
|
|
GEM II
|
Common Shares
|
09/30/2024
|
Sell
|
20,000
|
$19.8230(7)
|
|
|
GEM II
|
Common Shares
|
10/01/2024
|
Sell
|
20,000
|
$19.6400(8)
|
|
|
GEM II
|
Common Shares
|
10/02/2024
|
Sell
|
20,000
|
$19.2419(9)
|
|
|
GEM II
|
Common Shares
|
10/03/2024
|
Sell
|
15,000
|
$18.7339(10)
|
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(1) This transaction was executed in multiple trades at prices ranging from $19.01 to $19.58, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(2) This transaction was executed in multiple trades at prices ranging from $19.50 to $19.85, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(3) This transaction was executed in multiple trades at prices ranging from $19.83 to $20.45, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(4) This transaction was executed in multiple trades at prices ranging from $19.595 to $20.00, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(5) This transaction was executed in multiple trades at prices ranging from $19.85 to $19.965, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(6) This transaction was executed in multiple trades at prices ranging from $19.70 to $20.01, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(7) This transaction was executed in multiple trades at prices ranging from $19.71 to $19.98, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(8) This transaction was executed in multiple trades at prices ranging from $19.53 to $19.95, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(9) This transaction was executed in multiple trades at prices ranging from $19.00 to $19.785, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
(10) This transaction was executed in multiple trades at prices ranging from $18.56 to $19.10, inclusive. The price reported above reflects the weighted
average sale price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Common Shares sold at each separate price within the range
set forth herein.
EXHIBIT 8
Power of Attorney
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Lindsay Johnson and Greg Heyman, or either of
them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for
the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:
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Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, for any filings relating to IBEX Ltd. (the “Company”), including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act
of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;
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| 2. |
Prepare, execute and submit to the SEC, the Company, and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is
required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of
1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
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| 3. |
Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers,
dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
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The undersigned acknowledges that:
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This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;
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| b) |
Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or
her discretion, deems necessary or desirable;
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| c) |
Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability
of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section l 6(b) of the Exchange Act; and
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| d) |
This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the
reporting requirements under Section 13 or Section 16 of the Exchange Act.
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The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite,
necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules
13D or 13G or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all
previous powers of attorney with respect to the subject matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of October 3, 2024.
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/s/ John Leone
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John Leone
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