8th Sep 2008 13:59
Regus Group plc - Posting of Circular and publication of Prospectus
Regus Group plc8 September 2008
Recommended proposals to establish Regus plc ("New Regus") (a company incorporated in Jersey with its place of central administration (head office) in Luxembourg and accordingly being registered as a société anonyme in Luxembourg) as the holding company of Regus Group plc ("Old Regus") by means of a scheme of arrangement under sections 895 to 899 of the Companies Act 2006
Posting of Circular and publication of Prospectus
Further to the announcement of the recommended proposals on 29 August 2008 to establish New Regus as the holding company of Old Regus by means of a scheme of arrangement under sections 895 to 899 of the Companies Act 2006 and to effect the Old Regus Reduction of Capital and the New Regus Reduction of Capital (the "Proposals"), Old Regus announces that it will today post the Scheme Circular to its shareholders.
Under the Scheme, New Regus will issue New Regus Ordinary Shares to former Old Regus Ordinary Shareholders on a one-for-one basis in consideration for the cancellation of the Old Regus Ordinary Shares. The Prospectus in relation to New Regus and the New Regus Ordinary Shares has been published today in connection with the admission to the Official List and admission to trading on the main market of the London Stock Exchange of the New Regus Ordinary Shares. The Prospectus will not be sent to shareholders but can be accessed on Old Regus' website: http://www.regus.com/investors.
The Scheme is subject to, amongst other things, Court approval and the approval of shareholders. The Court Meeting is to seek the approval of shareholders for the Scheme. The General Meeting will be held immediately after the Court Meeting and will enable shareholders to vote on various matters required to implement the Scheme. Both meetings will be held on 24 September 2008.
Expected timetable of principal events
|
3:00 p.m. on 22 September 2008 |
Latest time for receipt by registrars of blue form of proxy from Regus ordinary shareholders for the Court Meeting |
|
3:15 p.m. on 22 September 2008 |
Latest time for receipt by registrars of white form of proxy from Regus ordinary shareholders for the General Meeting |
|
6:00 p.m. on 22 September 2008 |
Voting record time for the Court Meeting and the General Meeting |
|
3:00 p.m. on 24 September 2008 |
Court Meeting |
|
3:15 p.m. on 24 September 2008 |
General Meeting |
|
13 October 2008 |
Court Hearing of claim form to sanction the Scheme |
|
13 October 2008 |
Last day of dealings in Old Regus Ordinary Shares |
|
6:00 p.m. on 13 October 2008 |
Scheme Record Time |
|
14 October 2008 |
Scheme Effective Date |
|
8:00 a.m. on 14 October 2008 |
Delisting of Old Regus Ordinary Shares, admission and listing of New Regus Ordinary Shares, crediting of New Regus Ordinary Shares in uncertificated form to CREST accounts and commencement of dealings in New Regus Ordinary Shares on the London Stock Exchange's main market for listed securities |
|
Shortly after the Scheme becomes effective |
Court hearing of claim form to confirm the Old Regus Capital Reduction |
|
Within 10 Business Days of the Scheme Effective Date |
Dispatch of share certificates in respect of New Regus Ordinary Shares |
|
23 October 2008 |
Jersey Court Hearing of claim form to confirm the New Regus Capital Reduction |
|
24 October 2008 |
New Regus Capital Reduction becomes effective |
All references to time in this document are to London time unless otherwise stated. The dates given are based on the directors' expectations and may be subject to change.
Dresdner Kleinwort Limited which is authorised and regulated by the Financial Services Authority, is acting for Old Regus (as Financial Adviser and Corporate Broker) and New Regus (as Sponsor, Financial Adviser and Corporate Broker) and no-one else in relation to the Proposals and will not be responsible to anyone other than Old Regus and New Regus for providing the protections afforded to clients of Dresdner Kleinwort Limited or for providing advice in relation to the Proposals or any other matter referred to in this announcement.
Notice is hereby given that Old Regus, conditional upon the Scheme becoming effective, intends to cancel the listing of Old Regus Ordinary Shares from 8:00 a.m. on 14 October 2008 at which time it is expected that dealings in New Regus Ordinary Shares will commence on the London Stock Exchange.
UK Listing Authority Viewing Facility
Copies of the Scheme Circular and Prospectus have been submitted to the UK Listing Authority and will shortly be available for inspection at the Document Viewing Facility, which is situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS, tel. +44 20 7066 1000.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Circular.
For further information, please contact:
Regus Group plc Tel: + 44 (0) 1932 895135John Matthews, ChairmanMark Dixon, Chief Executive OfficerStephen Gleadle, Chief Financial Officer
Brunswick Tel: + 44 (0) 20 7404 5959Simon Sporborg / Catherine Colloms
Dresdner Kleinwort Limited Tel: +44 (0) 20 7623 8000Charlie Batten, Managing Director
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT. 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.
Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Proposals or the distribution of this announcement. Persons into whose possession this announcement comes should inform themselves about and observe any application restrictions and legal, exchange control or regulatory requirements, in relation to the Proposals, the distribution of this announcement and the Prospectus. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.
For the avoidance of doubt, this announcement is not an offer of securities in the United States. New Regus Ordinary Shares to be issued in connection with the Scheme will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(10) thereof.
Related Shares:
RGU.L