15 Dec 2016 12:00
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO PERSONS, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW. NO PUBLIC OFFER OF SECURITIES IS BEING MADE BY VIRTUE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS. 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.
For immediate release
15 December 2016
Regus plc
("Old Regus")
ROYAL COURT OF JERSEY SANCTIONS SCHEME OF ARRANGEMENT
Recommended proposals to establish IWG plc ("IWG") (a company incorporated in Jersey and with its head office in Switzerland) as the holding company of Old Regus by means of a scheme of arrangement under Article 125 of theCompanies (Jersey) Law 1991 (the "Scheme")
Old Regus announces that the Royal Court of Jersey sanctioned the Scheme at a hearing today. The Scheme, which is expected to become effective on 19 December 2016, will result in IWG becoming the holding company of Old Regus.
Scheme Shareholders will be entitled to receive one IWG Ordinary Share for every one Old Regus Ordinary Share held at 6:00 p.m. (London time) on 16 December 2016.
It is expected that IWG 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. (London time) on 19 December 2016. It is expected that the Old Regus Ordinary Shares will be delisted by 8:00 a.m. (London time) on 19 December 2016.
Capitalised terms used but not defined in this announcement have the meanings given to them in the circular sent to shareholders on 3 November 2016.
Enquiries:
Regus plcDominik de Daniel, Chief Financial Officer & Chief Operating OfficerWayne Gerry, Group Investor Relations Director | +352 22 99 99 5752 |
Investec Bank plc(Financial adviser to Old Regus and IWG, and sponsor to IWG)James Rudd / James Ireland / Rob Baker | 020 7597 4000 |
BrunswickNick CosgroveGabrielle Silver | 020 7404 5959 |
Important notices
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire IWG Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States. IWG Ordinary Shares which may be issued in connection with the Scheme will not be, and are not required to be, registered with the US Securities and Exchange Commission (the "SEC") under the US Securities Act of 1933, as amended, and will be issued in reliance on the exemption from registration provided by Section 3(a)(10) thereof. IWG Ordinary Shares which may be issued in connection with the Scheme have not been approved or disapproved by the SEC, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the issue of the IWG Ordinary Shares pursuant to the Scheme or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.
Investec Bank plc, which is authorised by the Prudential Regulatory Authority (the "PRA") and regulated in the UK by the PRA and the Financial Conduct Authority, is acting exclusively for Old Regus and IWG and no one else in connection with the Proposals and will not be responsible to anyone other than Old Regus and IWG for providing the protections afforded to its clients, for the contents of this announcement or for providing advice in relation to this announcement and the Proposals.
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