24th Sep 2008 18:03
Regus Group plc - Results of voting at Court Meeting and General Meeting
Regus Group plc24 September 2008
RESULTS OF VOTING AT COURT MEETING AND GENERAL MEETING
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
Old Regus announces that shareholders approved the scheme of arrangement proposed in the circular despatched to shareholders on 8 September 2008 (the "Scheme Circular"), without modification, at the meeting convened pursuant to an order of the High Court and held earlier today (the "Court Meeting"). At the general meeting immediately following the Court Meeting (the "General Meeting"), shareholders also approved the resolutions proposed in the notice of the General Meeting included in the Scheme Circular. Court Meeting
Old Regus announces that at the Court Meeting held on 24 September 2008 at 3:00 p.m., the resolution to approve the scheme of arrangement between Old Regus and its shareholders, proposed to be made under section 895 to 899 of the Companies Act 2006 (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 the Scheme |
For |
Against |
Total votes |
|
Number of votes: |
796,112,141 |
10,153 |
796,122,294 |
|
Number of voters: |
268 |
6 |
274 |
Shares in issue (excluding shares held in treasury): 948,219,822
General Meeting
Old Regus announces that at the General Meeting held on 24 September 2008 immediately following the Court Meeting, all seven of the resolutions as set out in the notice of the General Meeting included in Scheme Circular were passed by the requisite majority of shareholders by way of a poll. These resolutions comprised special resolutions approving the Scheme and certain corporate authorities requisite to the Scheme, including changes to the Old Regus Articles, approving the Old Regus Reduction of Capital and the New Regus Reduction of Capital and approving the New Regus Articles.
The resolutions also compromised ordinary resolutions approving the adoption by New Regus of certain new share schemes, the principal terms of which are summarised in the Scheme Circular.
The results of voting at the General Meeting were as follows:
|
Resolution |
For* |
Against* |
Withheld* |
Total votes* |
|
|
Resolution 1 |
(Approval of the Scheme and other related maters) |
794,811,309 (99.9%) |
1,544,493 (0.1%) |
3,318,480 |
796,355,802 |
|
Resolution 2 |
(Approval of the reduction of capital of Old Regus) |
798,275,099 (99.9%) |
10,403 (0.1%) |
1,388,780 |
798,285,502 |
|
Resolution 3 |
(Approval of the reduction of share premium of New Regus) |
798,273,864 (99.9%) |
11,638 (0.1%) |
1,388,780 |
798,285,502 |
|
Resolution 4 |
(Approval of the New Regus Articles) |
799,471,632 (99.9%) |
176,267 (0.1%) |
26,383 |
799,647,899 |
|
Resolution 5 |
(Approval of the adoption by New Regus of the Regus plc Co-Investment Plan) |
794,002,443 (99.3%) |
5,221,074 (0.7%) |
450,765 |
799,223,517 |
|
Resolution 6 |
(Approval of the adoption by New Regus of the Regus plc Value Creation Plan) |
741,579,534 (98.5%) |
10,876,448 (1.5%) |
47,218,300 |
752,455,982 |
|
Resolution 7 |
(Approval of the adoption by New Regus of the Regus plc Share Option Plan) |
796,464,660 (99.6%) |
3,070,523 (0.4%) |
139,099 |
799,535,183 |
* 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): 948,219,822
Implementation of the Scheme remains subject to the satisfaction of certain conditions which are set out in Part 5 of the Scheme Circular. These include the High Court making an order sanctioning the Scheme and confirming the reduction of Old Regus' ordinary share capital in connection with the Scheme at a Court Hearing which is expected to take place on 13 October 2008. The Scheme will become effective upon the delivery to the registrar of companies for England and Wales of a copy of the order sanctioning the Scheme and confirming the reduction of Old Regus' ordinary share capital in connection with the Scheme and the registration of that copy and the relevant minutes. This is expected to occur on 14 October 2008.
Dealings in Old Regus Ordinary Shares are expected to be suspended at 5:00 p.m. on 13 October 2008 and it is expected that the cancellation and delisting of Old Regus Ordinary Shares, the admission and listing of New Regus Ordinary Shares, the crediting of New Regus Ordinary Shares in uncertificated form to CREST accounts and dealings in New Regus Ordinary Shares on the London Stock Exchange's main market for listed securities will commence at 8:00 a.m. on 14 October 2008.
UK Listing Authority's Document Viewing Facility
In accordance with Listing Rules 9.6.2R and 9.6.3R, two copies of each of the resolutions will shortly be forwarded to the UK Listing Authority's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS, Tel: 020 7066 1000.
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.
Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Circular.
For further information, please contact:
|
Regus Group plc Tel: + 44 (0) 1932 895135 John Matthews, Chairman Mark Dixon, Chief Executive Officer Stephen Gleadle, Chief Financial Officer
|
Brunswick Tel: + 44 (0) 20 7404 5959 Simon Sporborg I Catherine Colloms Dresdner Kleinwort Limited Tel: +44 (0) 20 7623 8000 Charlie 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