13th Oct 2008 12:52
Regus Group plc - High Court approves Scheme of Arrangement
Regus Group plc13 October 2008
HIGH COURT APPROVES SCHEME OF ARRANGEMENT
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 (the "Scheme")
Old Regus announces that the High Court approved the Scheme at a hearing today. The Scheme, which is expected to become effective on 14 October 2008, will result in New Regus becoming the holding company of Old Regus.
Scheme Ordinary Shareholders will be entitled to receive one New Regus Ordinary Share for every one Old Regus Ordinary Share held at 6:00 p.m. (GMT) on 13 October 2008.
It is expected that New Regus Ordinary Shares will be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities at 8:00 a.m. (GMT) on 14 October 2008. The listing of the Old Regus Ordinary Shares is expected to be cancelled by 8:00 a.m. (GMT) on 14 October 2008.
For further information, please contact:
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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.
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.
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