17th May 2011 11:44
REGUS PLC
RESULTS OF ANNUAL GENERAL MEETING
Regus plc (the "Company") held its annual general meeting for shareholders today at 11 a.m. (Luxembourg time).
Other than resolution 16, all resolutions proposed at the meeting were passed by the requisite majorities and were decided by means of a poll vote. The full results of voting on each resolution are set out below:
ANNUAL GENERAL MEETING
Total number of shares in issue and eligible to be voted as at the meeting date: 941,898,916.
Proxy appointments were received from the holders of 802,710,632 shares, representing approximately 85.22% of issued share capital.
Resolutions 1 to 15 (inclusive) proposed as ordinary resolutions
Resolution Number | For* | Against* | Withheld* | Total Votes cast* | ||
Number of shares | % of total | Number of shares | % of total | Number ofshares | ||
1 | 802,696,999 | 100 | 13,633 | 0.00 | 0 | 802,710,632 |
2 | 802,201,449 | 99.93 | 506,633 | 0.07 | 2,500 | 802,708,082 |
3 | 791,231,779 | 99.38 | 4,942,654 | 0.62 | 6,536,199 | 796,174,433 |
4 | 802,292,068 | 99.97 | 239,477 | 0.03 | 179,087 | 802,531,545 |
5 | 802,696,299 | 100 | 13,333 | 0.00 | 1,000 | 802,709,632 |
6 | 787,472,812 | 100 | 48,205 | 0.00 | 15,189,615 | 787,521,017 |
7 | 787,363,609 | 99.98 | 154,033 | 0.02 | 15,192,990 | 787,517,642 |
8 | 802,112,864 | 99.93 | 593,917 | 0.07 | 3,851 | 802,706,781 |
9 | 802,112,595 | 100 | 590,854 | 0.00 | 7,183 | 802,172,449 |
10 | 802,115,511 | 99.92 | 591,270 | 0.08 | 3,581 | 802,706,781 |
11 | 802,116,196 | 99.92 | 590,585 | 0.08 | 3,581 | 802,706,781 |
12 | 802,113,836 | 99.93 | 590,270 | 0.07 | 6,526 | 802,704,106 |
13 | 802,113,328 | 99.93 | 590,778 | 0.07 | 6,526 | 802,704,106 |
14 | 772,834,631 | 97.73 | 17,928,991 | 2.27 | 11,947,010 | 790,763,622 |
15 | 802,692,234 | 100 | 13,334 | 0.00 | 5,064 | 802705568 |
* These figures include proxy votes. Where shareholders have appointed the Chairman of the meeting as their proxy with discretion as to voting on the resolutions, those votes have been cast in favour of the relevant resolutions. A vote withheld is not a vote at law, withheld votes therefore do not form part of the total votes cast.
Resolution 16 proposed as an ordinary resolution voted on by Independent Shareholders** only
Resolution Number | For* | Against* | Withheld* | Total Votes* | ||
Number of shares | % of total | Number of shares | % of total | Number ofshares | ||
16 | 183,402,537 | 30.26 | 295,903,413 | 61.74 | 323,404,682 | 479,305,950 |
* These figures include proxy votes. Where shareholders have appointed the Chairman of the meeting as their proxy with discretion as to voting on the resolutions, those votes have been cast in favour of the relevant resolutions. A vote withheld is not a vote at law, withheld votes therefore do not form part of the total votes cast.
** Independent Shareholders are all shareholders other than Mark Dixon, Chief Executive and holder of 322,028,792 ordinary shares in the Company (being 34.19% of issued share capital).
As resolution 16 was not passed, the Panel's waiver of any obligation that would otherwise arise under Rule 9 of the Code as a result of market purchases of ordinary shares by the Company, pursuant to the authority granted under resolution 18 below, is no longer valid. Accordingly, the directors of the Company will not make use of the authority granted under resolution 18 unless arrangements can be put in place to ensure that Mr. Dixon's percentage interest in the ordinary shares of the Company will not increase as a result of any future purchases by the Company of its own shares or a further waiver is sought from the Panel in respect of such increases (and Independent Shareholder approval is granted), since, based on the issued share capital of the Company and Mr. Dixon's current percentage interest in the ordinary shares of the Company, any purchases by the Company of its own shares from shareholders of the Company other than Mr. Dixon could result in Mr. Dixon having to make a mandatory offer under Rule 9 of the Code.
Mark Dixon's maximum potential interest in the Company remains 326,128,016 ordinary shares (being 34.62% of issued share capital).
Resolutions 17 to 19 (inclusive) proposed as special resolutions
Resolution Number | For* | Against* | Withheld* | Total Votes* | ||
Number of shares | % of total | Number of shares | % of total | Number ofshares | ||
17 | 801,588,876 | 99.86 | 1,113,567 | 0.14 | 8,189 | 802,702,443 |
18 | 802,688,603 | 100 | 19,465 | 0.00 | 2,564 | 802,708,068 |
19 | 801,581,673 | 99.86 | 1,119,879 | 0.14 | 9,080 | 802,701,552 |
* These figures include proxy votes. Where shareholders have appointed the Chairman of the meeting as their proxy with discretion as to voting on the resolutions, those votes have been cast in favour of the relevant resolutions. A vote withheld is not a vote at law, withheld votes therefore do not form part of the total votes cast.
National Storage Mechanism
Copies of the resolutions approved at the annual general meeting have been submitted to the National Storage Mechanism, and will shortly be available for inspection at: www.Hemscott.com/nsm.do
For further information, please contact: Tim Regan, Company Secretary
Telephone: +44 (0) 1932 895059
Date of announcement: 17 May 2011
Related Shares:
RGU.L