Regus PLC Court Sanctions Scheme of Arrangement (9706R)
December 15 2016 - 7:00AM
UK Regulatory
TIDMRGU
RNS Number : 9706R
Regus PLC
15 December 2016
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION TO PERSONS, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY
APPLICABLE LAW. NO PUBLIC OFFER OF SECURITIES IS BEING MADE BY
VIRTUE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE
PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR
OFFER TO SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR
OFFER TO BUY OR EXCHANGE ANY SECURITY. NONE OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED
OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE
LAW.
For immediate release
15 December 2016
Regus plc
("Old Regus")
ROYAL COURT OF JERSEY SANCTIONS SCHEME OF ARRANGEMENT
Recommended proposals to establish IWG plc ("IWG") (a company
incorporated in Jersey and with its head office in Switzerland) as
the holding company of Old Regus by means of a scheme of
arrangement under Article 125 of the
Companies (Jersey) Law 1991 (the "Scheme")
Old Regus announces that the Royal Court of Jersey sanctioned
the Scheme at a hearing today. The Scheme, which is expected to
become effective on 19 December 2016, will result in IWG becoming
the holding company of Old Regus.
Scheme Shareholders will be entitled to receive one IWG Ordinary
Share for every one Old Regus Ordinary Share held at 6:00 p.m.
(London time) on 16 December 2016.
It is expected that IWG Ordinary Shares will be admitted to the
Official List and to trading on the London Stock Exchange's main
market for listed securities at 8:00 a.m. (London time) on 19
December 2016. It is expected that the Old Regus Ordinary Shares
will be delisted by 8:00 a.m. (London time) on 19 December
2016.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the circular sent to shareholders on
3 November 2016.
Enquiries:
Regus plc
Dominik de Daniel, Chief Financial
Officer & Chief Operating Officer
Wayne Gerry, Group Investor Relations +352 22 99
Director 99 5752
Investec Bank plc
(Financial adviser to Old Regus
and IWG, and sponsor to IWG)
James Rudd / James Ireland /
Rob Baker 020 7597 4000
Brunswick
Nick Cosgrove
Gabrielle Silver 020 7404 5959
Important notices
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire IWG
Ordinary Shares. In particular, this announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States. IWG Ordinary Shares which may be
issued in connection with the Scheme will not be, and are not
required to be, registered with the US Securities and Exchange
Commission (the "SEC") under the US Securities Act of 1933, as
amended, and will be issued in reliance on the exemption from
registration provided by Section 3(a)(10) thereof. IWG Ordinary
Shares which may be issued in connection with the Scheme have not
been approved or disapproved by the SEC, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the issue of the IWG Ordinary Shares pursuant to the Scheme or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the US.
Investec Bank plc, which is authorised by the Prudential
Regulatory Authority (the "PRA") and regulated in the UK by the PRA
and the Financial Conduct Authority, is acting exclusively for Old
Regus and IWG and no one else in connection with the Proposals and
will not be responsible to anyone other than Old Regus and IWG for
providing the protections afforded to its clients, for the contents
of this announcement or for providing advice in relation to this
announcement and the Proposals.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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