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Introduction of new holding company & name change

3 Nov 2016 07:00

RNS Number : 1968O
Regus PLC
03 November 2016
 

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 TO BE 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

 

3 November 2016

 

 

Regus plc

 

("Regus", "Old Regus" or the "Company")

 

Introduction of new holding company and change of name to IWG plc ("IWG")

 

The Board of Regus, the leading global workplace provider, today announces a proposed scheme of arrangement (the "Scheme") pursuant to Article 125 of the Companies (Jersey) Law 1991 (the "Jersey Companies Law") relating to the corporate structure and organisation of Regus.

 

If the Scheme is implemented, a new company, incorporated in Jersey and with its head office in Switzerland, will become the holding company of Regus and its subsidiaries (together, the "Regus Group").

 

The new holding company will be called "IWG plc" (International Workplace Group). This change in name is to reflect the continuing progression of the Regus Group in its provision of a broad spectrum of flexible work solutions across multiple brands. It is also in recognition of the Board's view of the broader market opportunities that the Regus Group can develop. However, the Regus Group will continue to use the Regus brand extensively, which has served it well for over 27 years.

 

IWG will have its primary listing on the main market of the London Stock Exchange (the "LSE") and, upon listing, is expected to be included in FTSE's UK Index Series. All of the directors of Old Regus have been appointed to the board of IWG. There will be no substantive changes to corporate governance and investor protection measures which apply to IWG from those that currently apply to Old Regus. In particular, IWG will be subject to the City Code on Takeovers and Mergers (the "Takeover Code"), the Listing Rules and the Disclosure Guidance and Transparency Rules. In addition, IWG intends to comply with the UK Corporate Governance Code and institutional shareholder guidelines to the same extent that Old Regus does currently.

 

Terms of the Scheme

If the Scheme becomes effective, it will result in shareholders of Old Regus (the "Old Regus Shareholders") holding ordinary shares in IWG ("IWG Shares") in the same proportions in which they hold ordinary shares in Old Regus ("Old Regus Shares") immediately prior to the Scheme becoming effective and in Old Regus becoming a wholly-owned subsidiary of IWG. Under the Scheme, Old Regus Shareholders at the Scheme Record Time (which is expected to be 6:00 p.m. (London time) / 7:00 p.m. (Luxembourg time) on 16 December 2016) will receive, in exchange for their Old Regus Shares, IWG Shares on the following basis:

 

for every one Old Regus Share, one IWG Share

 

Accordingly, immediately upon the Scheme becoming effective, an IWG Shareholder will effectively have the same proportionate interest in the profits, net assets and dividends of the Regus Group as they have as an Old Regus Shareholder immediately prior to the Scheme becoming effective. IWG will have substantially the same business and operations immediately after the Scheme Effective Date (which is expected to be 19 December 2016) as Old Regus has immediately before the Scheme Effective Date. The assets and liabilities of the Regus Group immediately after the Scheme Effective Date will not differ substantially from the assets and liabilities it had before the Scheme Effective Date.

 

The rights attaching to the IWG Shares will be substantially the same as those attaching to the existing Old Regus Shares.

 

Background to and reasons for the Proposals

 

The Scheme will establish a new company, incorporated in Jersey and with its head office in Switzerland, as the ultimate holding company of the Regus Group. As set out above, the new holding company will be called "IWG plc".

 

It is expected that the Regus Group will continue to develop as an international business. Since the relocation of the Regus Group's headquarters and place of central administration to Luxembourg in 2008 there have been a number of material changes in the way that the Regus Group operates and to the various regulatory frameworks that govern the business. The Board believes that the future growth of the Regus Group would be supported by the relocation of the Regus Group's headquarters to Switzerland.

 

As the Regus Group continues to develop worldwide there has been an increasing presence of senior management located in Switzerland. Significantly, in November 2015, the Regus Group appointed Dominik de Daniel to the position of Group Chief Financial Officer and Chief Operating Officer. Mr de Daniel lives in Switzerland and many of his direct and indirect reports are also based there. The Regus Group's financial control, treasury and procurement functions are all now run from Switzerland and, as the business continues to centralise its key functions in order to achieve synergies of scale, the Board considers that this hub will continue to grow further.

 

The Board has also considered the current regulatory regime that governs Old Regus. Old Regus is incorporated in Jersey and has its place of central administration (head office) in Luxembourg. This means that both Jersey and Luxembourg company legislation applies to Old Regus. Whilst individually neither jurisdiction provides a particularly onerous regime, governance by two different regimes at the same time has become increasingly burdensome for the Regus Group to manage. In contrast, IWG, as a Jersey incorporated company having its head office in Switzerland, would not be governed by Swiss company law but only by Jersey company law.

 

It is important to note that the Takeover Code will apply to IWG as it does to Old Regus. Accordingly, takeover bids and merger transactions of IWG, other transactions which have as their objective or potential effect obtaining or consolidating control of IWG, as well as partial offers for securities in IWG, will be regulated by the Takeover Panel.

 

In addition to the immediate benefits that the Regus Group will enjoy from changing its corporate headquarters, there continues to be some medium to long term uncertainty surrounding the future shape of the EU and in particular its increasingly complex legislative environment. As Switzerland is outside the EU, the Board considers that there may be advantages from being domiciled there.

 

 

Other proposals

In connection with the Scheme, it is also proposed to cancel the entire amount standing to the credit of IWG's share premium account upon the Scheme becoming effective and to re-characterise the reserve arising as profits or retained earnings that will be available to IWG to be distributed as dividends or applied toward any other lawful purpose (the "IWG Reduction of Capital").

 

Certain other matters, which are summarised in more detail in the Circular (as defined below) to be sent by Old Regus to its shareholders later today, will be implemented in connection with the Scheme, including the adoption of new articles by New Regus and the adoption of new share schemes (the "IWG Share Schemes") for the purpose of granting options and awards over IWG ordinary shares to employees of the Regus Group. In connection with the Scheme, the interests of holders of options and awards under certain of the existing share schemes operated by Regus (the "Old Regus Share Schemes") will be exchanged for equivalent options and awards under the IWG Share Schemes. The IWG Share Schemes will be, in all material respects, in the same form as the relevant existing Old Regus Share Schemes.

 

Conditions to implementation of the Proposals

 

The Scheme is conditional upon, amongst other things:

 

1. the approval of Old Regus Shareholders at a shareholder meeting to be convened at the direction of the Royal Court of Jersey ("Jersey Court") (the "Court Meeting"). The approval required at the Court Meeting is a majority in number, representing three-fourths in voting rights, of the Old Regus Shareholders present and voting at the meeting (whether in person or by proxy);

 

2. the resolutions set out in the notice of an extraordinary general meeting to be held immediately following the Court Meeting (the "Extraordinary General Meeting"), which include certain matters in connection with the Scheme, being passed by the requisite majorities of Old Regus Shareholders at the Extraordinary General Meeting;

 

3. the Scheme being sanctioned by the Jersey Court at a court hearing; and

 

4. a copy of the order of the Jersey Court sanctioning the Scheme having been delivered to the Jersey Registrar of Companies for registration.

 

In addition, the directors of Old Regus and IWG will not take the relevant steps to enable the Scheme to become effective unless the UK Listing Authority and the LSE have agreed to admit the IWG Shares to the premium listing segment of the Official List and to the LSE's main market for listed securities, respectively, prior to the intended effective date of the Scheme

 

Documentation and process

 

A circular setting out full details of the Proposals (including notices of the Court Meeting and the Extraordinary General Meeting) (the "Circular") will be sent to Old Regus Shareholders later today. A prospectus in relation to IWG (the "Prospectus") will also be published and both documents are expected to be made available on the Regus website (www.regus.com/investors) later today. If approved, the Scheme is currently expected to become effective on or around 19 December 2016. The Prospectus is expected to be formally approved by the UKLA today, after which the Circular and the Prospectus will also be submitted to the National Storage Mechanism, where they will be available for inspection at www.hemscott.com/nsm.do. In compliance with Luxembourg law, a copy of the notice of Extraordinary General Meeting is set out in the Appendix to this announcement.

Capitalised terms defined in the Prospectus shall, unless the context provides otherwise, have the same meanings in this announcement.

Expected timetable of principal events

 

1:00 p.m. (London time) / 2:00 p.m. (Luxembourg time) on 1 December 2016

Latest time for receipt by Registrars of blue form of proxy from Old Regus Shareholders for the Court Meeting (1)

1:15 p.m. (London time) / 2:15 p.m. (Luxembourg time) on 1 December 2016

Latest time for receipt by Registrars of white form of proxy from Old Regus Shareholders for the Extraordinary General Meeting

6:00 p.m. (London time) / 7:00 p.m. (Luxembourg time) on 1 December 2016

Voting record time for the Court Meeting and the Extraordinary General Meeting (2)

1:00 p.m. (London time) / 2:00 p.m. (Luxembourg time) on 5 December 2016

Court Meeting

1:15 p.m. (London time) / 2:15 p.m. (Luxembourg time) on 5 December 2016

Extraordinary General Meeting (3), (4)

10:00 am (London time) / 11:00 a.m. (Luxembourg time) on 15 December 2016

Jersey Court hearing to sanction the Scheme (5)

16 December 2016

Last day of dealings in Old Regus Shares (5)

6:00 p.m. (London time) / 7:00 p.m. (Luxembourg time) on 16 December 2016

Scheme Record Time (5)

19 December 2016

Scheme Effective Date (5)

8:00 a.m. (London time) / 9:00 a.m. (Luxembourg time) on 19 December 2016

Delisting of Old Regus Shares, admission and listing of IWG Shares, crediting of IWG Shares in uncertificated form to CREST accounts and commencement of dealings in IWG Shares on the LSE's main market for listed securities (5)

At or around 12:00 pm (London time) / 1:00 pm (Luxembourg time) on 19 December 2016

IWG Reduction of Capital becomes effective (5)

Within 10 Business Days of the Scheme becoming Effective

Dispatch of share certificates in respect of IWG Shares in certificated form (5)

Notes:

(1) Blue forms of proxy for the Court Meeting not returned by this time may be handed to the Chairman or the Registrars at the Court Meeting prior to the vote being taken (to be valid, white forms of proxy for the Extraordinary General Meeting must be lodged at least 48 hours (excluding non-working days) before the time appointed for the Extraordinary General Meeting).

(2) If either the Court Meeting or the Extraordinary General Meeting is adjourned, the voting record time for the adjourned meeting will be 6:00 pm (London time) on the date falling two days (excluding non-working days) before the adjourned meeting.

(3) Under Luxembourg law, the quorum in relation to extraordinary general meetings is members representing at least 50 per cent. of the issued share capital (excluding shares which do not carry a right to attend and vote at general meetings and treasury shares) present in person or by proxy.

(4) To commence at the time fixed or as soon thereafter as the Court Meeting concludes or is adjourned.

(5) These times and dates are indicative only and will depend, amongst other things, on whether the Court Meeting and the Extraordinary General Meeting are adjourned for any reason, the date on which the Jersey Court sanctions the Scheme, the date on which the Act of Court issued by the Jersey Court is delivered to the Jersey Registrar of Companies for registration and / or the date on which the solvency statement made in connection with the IWG Reduction of Capital and the minute showing the information required by the Jersey Companies Law are registered by the Jersey Registrar of Companies.

The dates given are based on the IWG directors' expectations and may be subject to change. If the scheduled date of the Jersey Court Hearing to sanction the Scheme is changed, Old Regus will give notice of the change by issuing an announcement through a Regulatory Information Service. All Old Regus Ordinary Shareholders have the right to attend, in person or by counsel, to support or oppose the Jersey Court Hearing to sanction the Scheme.

 

Enquiries:

 

Regus plc

+352 22 99 99 5752

Mark Dixon, Chief Executive Officer

Dominik de Daniel, Chief Financial Officer & Chief Operating Officer

Wayne Gerry, Group Investor Relations Director

Investec Bank plc

(Financial Adviser and Sponsor to Regus and IWG)

020 7597 4000

James Rudd / James Ireland / Rob Baker

Brunswick

020 7404 5959

Nick Cosgrove

Gabrielle Silver

Rosheeka Field

 

 

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 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 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 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 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 (the "FCA"), 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 any advice in relation to this announcement and the Proposals.

 

Forward looking statements

 

This announcement contains certain "forward-looking statements", including statements about current beliefs and expectations of the Board of Regus. In particular, the words "expect", "anticipate", "estimate", "may", "should", "plans", "intends", "will", "believe" and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward-looking statements. These statements are based on the Board's expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of Regus' financial performance. Although the Board believes these expectations to be reasonable at the date of this announcement they may prove to be erroneous. Forward-looking statements involve known and unknown risks and uncertainties and speak only as of the date they are made. Investors are hereby cautioned that certain important factors could cause actual results, outcomes, performance or achievements of Regus or IWG or industry results to differ materially from those expressed or implied in forward-looking statements.

 

Save as required by the FCA, the LSE or applicable law, including, without limitation, the Prospectus Rules, the Listing Rules or the Disclosure Guidance and Transparency Rules, neither Regus nor IWG undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Board's expectations or to reflect events or circumstances after the date of this announcement.

 

 

 

Appendix

 

Notice of Extraordinary General Meeting

 

Regus plc

 

(registered in Jersey under the Companies (Jersey) Law 1991 with registered number 101523 and having its place of central administration (head office) in Luxembourg and accordingly being registered as a société anonyme under number RCS Luxembourg B 141159)

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Regus plc (the "Company") will be held at 2:15 p.m. (Luxembourg time) (1:15 p.m. London time) on 5 December 2016 at 26 Boulevard Royal, L-2449 Luxembourg (or as soon as possible after the meeting of the Company's ordinary shareholders convened for 5 December 2016 by order of the Jersey Court pursuant to Article 125 of the Companies (Jersey) Law 1991 (the "Jersey Companies Law") has been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions, as special resolutions in respect of resolutions 1, 8 and 9, and as ordinary resolutions in respect of the other resolutions, in each case before a public notary:

 

1. That, subject to and conditional upon the passing of all the other resolutions in this agenda ("Agenda"), the scheme of arrangement between the Company and the holders of the Company's ordinary shares subject thereto, in its original form or with or subject to any modification, addition or condition approved or imposed by the Jersey Court (the "Scheme"), be approved and the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect.

 

2. That, subject to and conditional upon the passing of all the other resolutions in the Agenda, IWG plc's articles of association adopted by IWG plc, the principal terms of which are set out in the circular posted to shareholders on or around 3 November 2016 and available at www.regus.com/investors, be approved.

 

3. That, subject to and conditional upon the passing of all the other resolutions in the Agenda, the amount standing to the credit of IWG plc's share premium account (including the amount arising upon the allotment and issue of IWG plc's ordinary shares pursuant to the Scheme) on the date on which the Scheme becomes effective be cancelled and such amount be credited to a reserve of profit to be available to IWG plc to be: (i) distributed by IWG plc from time to time as dividends in accordance with the Jersey Companies Law; or (ii) applied by IWG plc from time to time toward any other lawful purpose to which such a reserve may be applied.

 

4. That, subject to and conditional upon the passing of all the other resolutions in this Agenda, the IWG plc Share Option Plan, adopted by IWG plc, the principal terms of which are set out in the circular sent to shareholders on or around 3 November 2016 and available at www.regus.com/investors, be approved.

 

5. That, subject to and conditional upon the passing of all the other resolutions in this Agenda, the IWG plc Deferred Share Bonus Plan, the principal terms of which are set out in the circular sent to shareholders on or around 3 November 2016 and available at www.regus.com/investors, adopted by IWG plc, be approved.

 

6. That, subject to and conditional upon the passing of all the other resolutions in this Agenda, the IWG plc Performance Share Plan, adopted by IWG plc, the principal terms of which are set out in the circular sent to shareholders on or around 3 November 2016 and available at www.regus.com/investors, be approved.

 

7. That, subject to and conditional upon the passing of all other resolutions in this Agenda, the IWG plc Co-Investment Plan, adopted by IWG plc, the principal terms of which are set out in the circular sent to shareholders on 3 November 2016 and available at www.regus.com/investors, be approved.

 

8. That, subject to and conditional upon the passing of all other resolutions in this Agenda, any general meeting of IWG plc other than an annual general meeting, may be called on not less than 14 clear days' notice.

 

9. That, subject to and conditional upon the passing of all other resolutions in this Agenda, with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new Article 166:

 

"Shares not subject to Scheme of Arrangement

 

(A) In this article only, the references to the "Scheme" are to the scheme of arrangement between the Company and the holders of Scheme Shares (as defined in the Scheme) (with or subject to any modification, addition or condition approved or imposed by the Jersey Court) for the introduction of IWG plc as the new parent company of the Company, and terms defined in the Scheme shall have the same meanings in this article.

 

(B) Notwithstanding any other provision of the articles of association, if the Company issues any ordinary shares on or after the date of the adoption of this article and prior to the Scheme Record Time (as defined in the Scheme), such shares shall be allotted and issued subject to the terms of the Scheme and the holder or holders of such shares shall be bound by the Scheme accordingly. For the purpose of this article, a "business day" means a day (other than a Saturday, Sunday or public or bank holiday) on which clearing banks in London and Jersey are generally open for normal business.

 

(C) If any ordinary shares are issued to any person (a "new member") (other than to IWG plc or its nominee(s)) at or after 6:00 p.m. (London time) on the business day immediately preceding the date on which the Scheme becomes effective in accordance with its terms, they will, provided that the Scheme has become effective and that IWG plc is a member of the Company, be immediately transferred to IWG plc and/or its nominee(s) in consideration of and conditional upon the issue to the new member of the same number of ordinary shares in IWG plc as such member would have received under the Scheme had such shares been subject to the Scheme.

 

(D) The number of IWG plc ordinary shares to be issued or transferred to the new member under this article may be adjusted by the directors of the Company in such manner as the Company's auditors may determine on any reorganisation or material alteration of the share capital of either the Company or of IWG plc or any other return of value to holders of IWG plc ordinary shares, provided always that any fractions of IWG plc ordinary shares shall be disregarded and shall be aggregated and sold for the benefit of IWG plc.

 

(E) To give effect to any transfer required by this article, the Company may appoint any person to execute and deliver as transferor a form or instructions of transfer on behalf of the new member in favour of IWG plc and/or IWG plc's nominee(s) and to agree for and on behalf of the new member to become a member of IWG plc. Pending the registration of IWG plc as the holder of any shares in the Company to be transferred pursuant to this article, IWG plc shall be empowered to appoint a person to act as attorney on behalf of each holder of any share in accordance with such directions as IWG plc may give in relation to any dealings with or disposal of such shares (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and the registered holder of such share shall exercise all rights attaching thereto in accordance with the directions of IWG plc but not otherwise.

 

(F) If the Scheme shall not have become effective by the date referred to in clause 6(B) of the Scheme (or such later date (if any) as IWG plc and the Company may agree and the Jersey Court may allow), this article shall be of no effect."

 

By Order of the BoardTim ReganCompany Secretary

Registered Office:22 Grenville StreetSt HelierJersey JE4 8PX

 

 

Notes

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Extraordinary General Meeting and the Court Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Capita on +44 (0) 371 664 0321 between 9:00 a.m. and 5:30 p.m. each business day.

 

2. To be valid the form of proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority) must be lodged with the Registrars, Capita Registrars (Jersey) Limited c/o PXS 34 Beckenham Road, Beckenham, Kent, BR3 4TU, by hand (during normal business hours only) at Capita, PXS 34 Beckenham Road, Beckenham, Kent, BR3 4TU, not later than 2:15 p.m. (Luxembourg time) (1:15 p.m. London time) on 1 December 2016 (or 48 hours (excluding non-working days)) preceding the date and time for any adjourned meeting). A reply-paid envelope for use in the UK is also enclosed for your convenience. Alternatively shareholders wishing to appoint a proxy electronically should do so by visiting www.capitashareportal.com and following the instructions.

 

3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 11 to 14 below) will not prevent a shareholder attending the Extraordinary General Meeting and voting in person if he/she wishes to do so.

 

4. Any person to whom this notice is sent who is a person nominated under Article 62 of the Company's articles of association to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

 

5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.

 

6. The Company, pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those shareholders registered in the register of members of the Company as at 6:00 p.m. on 1 December 2016 (or, in the case of adjournment, as at 6:00 p.m. on the date two days (excluding non-working days) preceding the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after such time will be disregarded in determining the right of any person to attend and/or vote at the meeting.

 

7. In the case of joint shareholders, the vote of the first named in the register of members of the Company who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.

 

8. A shareholder which is a corporate member and which wishes to be represented at the meeting by a person with authority to speak and vote (a corporate representative) must appoint such a person by resolution of its directors or other governing body. A corporate representative has the same powers on behalf of the corporation he/she represents as that corporation could exercise if it was an individual member of the Company.

 

9. Any member attending the Extraordinary General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

 

10. Shareholders have certain rights to request that the Company add an item to the agenda of the Extraordinary General Meeting or to provide a draft resolution to be proposed at the Extraordinary General Meeting. To be valid, such a request must be received by the Company at its head office (26 Boulevard Royal, L-2449 Luxembourg) not later than 1 December 2016 and must meet certain other requirements. Further information regarding the other requirements that must be met for shareholders to exercise these rights can be found in Article 60 and Article 63 of the Company's articles of association, which are available on the Company's website at www.regus.com.

 

11. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

 

12. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent RA10 by 2:15 p.m. (Luxembourg time) (1:15 p.m. London time) on 1 December 2016 (or 48 hours (excluding non-working days) preceding the date and time for any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

 

13. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

 

14. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.

 

15. Voting on all resolutions will be conducted by way of a poll rather than a show of hands.

 

16. Copies of:

 

(A) the Company's articles of association;

(B) the Company's articles of association as proposed to be amended pursuant to Resolution 9;

(C) the IWG plc's articles of association;

(D) the draft rules of the IWG plc Share Option Plan, the IWG plc Deferred Share Bonus Plan, the IWG plc Performance Share Plan and the IWG plc Co-Investment Plan;

(E) the circular sent to shareholders on or around 3 November 2016; and

(F) the prospectus published on or around 3 November 2016 in connection with the Scheme,

 

are available for inspection on the Company's website at www.regus.com, at the offices of Slaughter and May, the Company's solicitors, at One Bunhill Row, London EC1Y 8YY and at the Company's registered office at Regus plc, 22 Grenville Street, St Helier, Jersey JE4 8PX during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from the date of this notice until close of business on the date on which the Scheme becomes effective in accordance with its terms, expected to be 19 December 2016, and will also be available for inspection at the place of the Extraordinary General Meeting for at least 15 minutes before, and during, the Extraordinary General Meeting.

 

 

END

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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