IBEX Limited Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Resource Group International Ltd

(Last)

(First)

(Middle)

CRAWFORD HOUSE,

50 CEDAR AVENUE

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IBEX Ltd [ IBEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	11/19/2024		D		3,562,341	D	$19.65⁽¹⁾	1,731,574	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	⁽²⁾	11/19/2024		A		1,908,397⁽²⁾		11/19/2025	⁽²⁾	Common Shares	⁽²⁾	⁽²⁾	1,908,397⁽²⁾	D

Explanation of Responses:

1. On November 19, 2024, Ibex Limited (the "Issuer") repurchased an aggregate of 3,562,341 of the Issuer's common shares ("Issuer Shares") beneficially owned by The Resource Group International Limited ("TRGI") in a transaction (the "Repurchase") exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-3 thereunder.

2. The Issuer paid a portion of the consideration for the Repurchase in the form of a convertible promissory note issued to TRGI (the "Note") that was exempt from Section 16 of the Exchange Act pursuant to Rule 16b-3. The Note has no fixed maturity date and may be prepaid by the Issuer at any time without penalty. TRGI may elect to convert all of the then unpaid principal and accrued but unpaid interest under the Note (the "Conversion Amount"), in whole but not in part, into Issuer Shares at any time during the 15 days following November 18, 2025 and during the 15 days following each six month anniversary of November 18, 2025. The number of Issuer Shares to be issued upon conversion is equal to the Conversion Amount divided by a price equal to the volume weighted average trading price of an Issuer Share during the thirty trading days immediately prior to the date of such conversion, provided such price shall in no event be less than $13.10 or more than $19.65.

	/s/ Pat Costello, General Counsel, The Resource Group International Limited	11/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

IBEX Limited (IBEX) Form 4Change in insider ownership