TIDMRGU
RNS Number : 0029R
Regus PLC
05 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
5 December 2016
Regus plc
("Old Regus", or the "Company")
RESULTS OF VOTING AT COURT MEETING AND EXTRAORDINARY GENERAL
MEETING
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
Old Regus announces that shareholders approved the scheme of
arrangement proposed in the circular sent to shareholders on 3
November 2016 (the "Scheme Circular"), without modification, at the
meeting convened pursuant to an order of the Royal Court of Jersey
(the "Jersey Court") and held earlier today (the "Court Meeting").
At the general meeting immediately following the Court Meeting (the
"Extraordinary General Meeting"), shareholders also approved the
resolutions proposed in the notice of the Extraordinary General
Meeting set out in the Scheme Circular.
Full details of the resolutions passed are set out in the
notices of the Court Meeting and Extraordinary General Meeting
contained in Part 5 of the Scheme Circular.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Circular.
Court Meeting
Old Regus announces that at the Court Meeting held earlier
today, the resolution to approve the scheme of arrangement between
Old Regus and its shareholders, proposed to be made under Article
125 of the Companies (Jersey) Law 1991 (the "Scheme"), was passed
by the requisite majority of shareholders by way of a poll.
The results of voting at the Court Meeting were as follows:
Resolution to approve For Against Total
the Scheme votes
Number of votes: 702,584,836 5,732,410 708,317,246
99.19% 0.81%
Number of voters: 264 14 278
94.96% 5.04%
Shares in issue (excluding
shares held in treasury)
as at the Voting Record Time: 925,018,237
Extraordinary General Meeting
Old Regus announces that at the Extraordinary General Meeting
held immediately following the Court Meeting, all nine of the
resolutions set out in the notice of the Extraordinary General
Meeting set out in the Scheme Circular were passed by the requisite
majorities of shareholders by way of a poll.
The resolutions comprised special resolutions approving the
Scheme, certain amendments to the Old Regus Articles, and the
calling of general meetings of IWG other than annual general
meetings on not less than 14 clear days' notice.
The resolutions also comprised ordinary resolutions approving
the adoption by IWG of certain new share schemes (the principal
terms of which are summarised in the Scheme Circular), the IWG
Articles, and the IWG Reduction of Capital.
The results of voting at the Extraordinary General Meeting were
as follows:
Resolution For* Against* Withheld** Total Votes*
(Approval of the Scheme and other related
Resolution 1 matters) 702,769,737 5,704,328 2,459,675 710,933,740
99.19% 0.81%
(Approval of the adoption by IWG of the IWG
Resolution 2 Articles) 705,226,080 5,707,660 0 710,933,740
99.20% 0.80%
Resolution 3 (Approval of the IWG Reduction of Capital) 705,226,394 5,707,346 0 710,933,740
99.20% 0.80%
(Approval of the adoption by IWG of the IWG
Resolution 4 plc Share Option Plan) 684,142,922 26,790,092 726 710,933,740
96.23% 3.77%
(Approval of the adoption by IWG of the IWG
Resolution 5 plc Deferred Share Bonus Plan) 704,149,157 6,783,857 726 710,933,740
99.05% 0.95%
(Approval of the adoption by IWG of the IWG
Resolution 6 plc Performance Share Plan) 681,274,659 29,658,355 726 710,933,740
95.83% 4.17%
(Approval of the adoption by IWG of the IWG
Resolution 7 plc Co-Investment Plan) 704,463,225 6,469,765 750 710,933,740
99.09% 0.91%
(Approval of the calling of general meetings
of IWG other than annual general meetings on
Resolution 8 not less than 14 clear days' notice) 678,437,063 32,494,594 2,083 710,933,740
95.43% 4.57%
Resolution 9 (Approval of amendments to Old Regus Articles) 705,228,662 5,704,328 750 710,933,740
99.20% 0.80%
* These figures include proxy votes.
** Votes withheld are not counted in the proportion of votes "for" or "against".
Shares in issue (excluding shares held in treasury)
as at the Voting Record Time: 925,018,237
Implementation of the Scheme remains subject to the satisfaction
of certain conditions which are set out in Part 2 of the Scheme
Circular.
The Scheme will be subject to the sanction of the Jersey Court.
The hearing of the application for sanction of the Scheme by the
Jersey Court will be held on 15 December 2016 at 11:00 a.m.
(Luxembourg time) (10:00 a.m. (London time)) at the Royal Court of
Jersey, which is located at the Royal Court Buildings, Royal
Square, St Helier, Jersey JE1 1BA. Holders of Old Regus Ordinary
Shares have a right to appear and be heard at this hearing, in
person or through counsel to support or oppose the sanctioning of
the Scheme.
The Scheme will become effective upon the delivery to the Jersey
Registrar of Companies of a copy of the order of the Jersey Court
sanctioning the Scheme. This is expected to occur by 8:00 a.m.
(London time) on 19 December 2016.
The last day of dealings in Old Regus Ordinary Shares is
expected to be 16 December 2016, and the delisting of Old Regus
Ordinary Shares, the admission and listing of IWG Ordinary Shares,
the crediting of IWG Ordinary Shares in uncertificated form to
CREST accounts and the commencement of dealings in IWG Ordinary
Shares on the London Stock Exchange's main market for listed
securities is expected to occur at 8:00 a.m. (London time) on 19
December 2016.
National Storage Mechanism
Copies of the resolutions approved at the Court Meeting and the
Extraordinary General Meeting will be submitted to the National
Storage Mechanism, and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM.
Enquiries:
Regus plc
Mark Dixon, Chief Executive Officer
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 020 7597
Baker 4000
Brunswick
Nick Cosgrove
Gabrielle Silver 020 7404
Rosheeka Field 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
MSCUVAVRNKAURAA
(END) Dow Jones Newswires
December 05, 2016 10:48 ET (15:48 GMT)
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