RGU.L Regulatory News (RGU)

9 Apr 2008 11:05

Regus Group PLC09 April 2008 Regus Group plc ('the Company') Dealing by Directors and Persons DisclosingManagerial Responsibilities (PDMRS) The Company announces that it has on 9 April 2008 received notification that Mr.Dixon has terminated a forward contract of sale dated 18 March 2005 as a resultof which he has regained control over 29,816,000 ordinary shares in the Companyin exchange for a cash payment of £21,775,364.69. The shares Mr Dixon hasregained control of represent 95% of the ordinary shares which were the subjectof the original forward contract. As a result this transaction, Mark Dixon has aholding of 359,058,783 ordinary shares in the Company, being 37.80% of theissued share capital of the Company. Further details of the transaction are set out in the Appendix. APPENDIX The Company announces that it has on 9 April 2008 received notification of theearly termination on 4 April 2008 in London of a forward contract of saleoriginally made between Maxon Investments B.V ("Maxon"), a company wholly ownedby Mark Dixon, and Bear Stearns International Limited ("Bear Stearns") inrelation to ordinary shares of the Company (the "Forward Contract"). The ForwardContract was entered into on 18 March 2005 (as notified by the Company to themarket on 22 March 2005) and amended on 13 January 2008 (as notified to themarket on 14 January 2008). Under the terms of the Forward Contract, Maxon agreed to sell to Bear Stearns atotal of up to 34,200,000 ordinary shares in the Company, such shares to betransferred in equal tranches of up to 3,420,000 ordinary shares of the Companyon ten different settlement dates between February 2008 and April 2008. Ascollateral for its obligations under the Forward Contract, Maxon transferredtitle to 34,371,000 ordinary shares to Bear Stearns. The amended ForwardContract provided that the ordinary shares may be settled at any time between,and including, 15 January 2008 and 13 March 2008, in such amounts and on suchnumber of occasions as may be determined by Bear Stearns in its absolutediscretion, subject to various minimum transfer requirements. The ForwardContract provided that the shares settled between these dates shall be settledin cash. Shares remaining to be settled after 13 March 2008 (if any) shall besettled in cash or by physical settlement and in such amounts and on such numberof occasions before 22 April 2008 as may be determined by Maxon in its absolutediscretion, subject to various minimum transfer requirements. On 4 April 2008, the amended Forward Contract was terminated by agreementbetween Maxon and Bear Stearns and Maxon elected for physical settlement of theshares settled after 13 March 2008. Maxon has therefore settled its obligationsunder the Forward Contract partly by a cash payment of £21,775,364.69 (as to29,700,000 ordinary shares in the Company that were subject to the ForwardContract) and partly by physical settlement and constructive delivery to BearStearns of 4,555,000 of the 34,371,000 ordinary shares that were held by BearStearns as collateral to Bear Stearns pursuant to the terms of the ForwardContract. Title to the remaining 29,816,000 ordinary shares that were held byBear Stearns as collateral for the Forward Contract has been transferred back toMaxon. As a result, the original prepayment amount of £30,100,000 and pledge ofshares as collateral has now been satisfied and Maxon has accordingly beenreleased from any obligations under the Forward Contract. Those transactionstook place in London. On 13 January 2008, Maxon notified the Company that on 11 January 2008 Maxon hadagreed to transfer ordinary shares in the Company of a value of £40,000,000 toUBS as collateral for any future borrowings from UBS (as notified to the marketon 14 January 2008). This agreement was subsequently terminated without thetransfer by way of collateral being effected. On 3 April 2008, Mr. Dixon pledged 164,621,391 ordinary shares in the Company toBear Stearns as collateral for draw downs on a margin loan from Bear Stearns inthe amount of £7,500,000. That transaction took place in London. Maxon's entire holding of ordinary shares in the Company has, followingtermination of the Forward Contract, been transferred to Mr. Dixon and, as aresult, Mr. Dixon has a holding of 359,058,783 ordinary shares in the Company inhis personal capacity. This information is provided by RNS The company news service from the London Stock Exchange