22nd Mar 2005 07:00
Regus Group PLC22 March 2005 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS All relevant boxes should be completed in block capital letters. 1. Name of company 2. Name of director REGUS GROUP PLC MARK DIXON 3. Please state whether notification indicates 4. Name of the registered holder(s) and, if more that it is in respect of holding of the than one holder, the number of shares held by shareholder named in 2 above or in respect of each of them (if notified) a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of an non-beneficial interest IN RESPECT OF THE SHAREHOLDER NAMED IN (2) MAXON INVESTMENTS B.V. ABOVE 5. Please state whether notification relates to a 6. Please state the nature of the transaction. For person(s) connected with the director named in PEP transactions please indicate whether 2 above and identify the connected person(s) general/single co PEP and if discretionary/non discretionary / non discretionary YES SEE CONTRACT SUMMARY 7. Number of shares/ 8. Percentage of issued 9. Number of shares/ 10. Percentage of issued amount of stock class amount of stock class (any treasury acquired disposed shares held by company should not be taken into account when N/A calculating N/A SEE CONTRACT percentage) SUMMARY 3.47% 11. Class of security 12. Price per share 13. Date of 14. Date company informed transaction ORDINARY SEE CONTRACT SUMMARY 21 MARCH 2005 18 MARCH 2005 15. Total interest following this notification 16. Total percentage interest in issued class following this notification 366,329,286 37.2% If a director has been granted options by the company please complete the following boxes.17. Date of grant 18. Period during which or date on which exercisable 19. Total amount paid (if any) for grant of the 20. Description of shares or debentures involved: option class, number 21. Exercise price (if fixed at time of grant) or 22. Total number of shares or debentures over which indication that price is to be fixed at time options held following this notification of exercise 23. Any additional information 24. Name of contact and telephone number for queries 25. Name and signature of authorised company official responsible for making this notification TIM REGAN Date of notification 21 March 2005 CONTRACT SUMMARY (a) By an agreement dated 18 March 2005 (the Agreement), MaxonInvestments B.V. (the Seller), a company wholly-owned by Mark Dixon, ChiefExecutive Officer of Regus Group plc (the Company), entered into a forwardcontract of sale with Bear Stearns International Limited (Bear Stearns) inrelation to ordinary shares of the Company. (b) Under the terms of the Agreement, the Seller has agreed to sell toBear Stearns a total of up to 34,200,000 ordinary shares in the Company, suchsale to be settled in equal tranches of up to 3,420,000 ordinary shares of theCompany on ten different settlement dates between February 2008 and April 2008. (c) Settlement under the terms of the Agreement shall be in cash on eachsettlement date, although the Seller does have the right to elect for physicalsettlement instead. Bear Stearns will make a prepayment of £30,100,000 to theSeller on 23 March 2005 under the terms of the Agreement, representing the netpresent value of the proceeds of sale of the aggregate number of ordinary sharesspecified in paragraph (b) above at a price equal to the floor price specifiedin paragraph (d) below. (d) A floor price of £1.00 and a cap price of £1.20 has been agreed inrespect of the sale of ordinary shares of the Company under the Agreement. Ifthe Seller does not elect for physical settlement, the cash settlement price tobe paid by Bear Stearns shall be calculated by reference to the market price ofan ordinary share of the Company on each relevant valuation date. If the marketprice of an ordinary share of the Company determined on a relevant valuationdate is lower than the floor price, the Seller will pay such market price toBear Stearns and will therefore retain the difference between the floor priceand the lower market price. If the market price determined on a relevantvaluation date is higher than the cap price, the Seller will pay Bear Stearnsthe floor price and the difference between the market price and the cap price,and will therefore forego any increase in the price of an ordinary share of theCompany above the cap price. The Seller will retain any increase in the priceof an ordinary share of the Company between the floor price and the cap price. (e) If the Seller elects for physical settlement, he will deliver suchnumber of ordinary shares of the Company to Bear Stearns as are equal in valueto the amounts referred to in paragraph (d) above. (f) The Seller has transferred title to 34,371,000 ordinary shares of theCompany to Bear Stearns in order to provide collateral for its obligations tomake cash payments or deliveries of ordinary shares of the Company to BearStearns under the terms of the Agreement. Bear Stearns has contractually agreedto return the same number of ordinary shares of the Company to the Seller uponsatisfaction by the Seller of its obligations under the Agreement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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