TIDMRGU
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 Latest time for receipt by Registrars
time) / 2:00 of blue form of proxy from Old
p.m. (Luxembourg Regus Shareholders for the Court
time) on 1 December Meeting (1)
2016
1:15 p.m. (London Latest time for receipt by Registrars
time) / 2:15 of white form of proxy from Old
p.m. (Luxembourg Regus Shareholders for the Extraordinary
time) on 1 December General Meeting
2016
6:00 p.m. (London Voting record time for the Court
time) / 7:00 Meeting and the Extraordinary
p.m. (Luxembourg General Meeting (2)
time) on 1 December
2016
1:00 p.m. (London Court Meeting
time) / 2:00
p.m. (Luxembourg
time) on 5 December
2016
1:15 p.m. (London Extraordinary General Meeting
time) / 2:15 (3), (4)
p.m. (Luxembourg
time) on 5 December
2016
10:00 am (London Jersey Court hearing to sanction
time) / 11:00 the Scheme (5)
a.m. (Luxembourg
time) on 15 December
2016
16 December 2016 Last day of dealings in Old Regus
Shares (5)
6:00 p.m. (London Scheme Record Time (5)
time) / 7:00
p.m. (Luxembourg
time) on 16 December
2016
19 December 2016 Scheme Effective Date (5)
8:00 a.m. (London Delisting of Old Regus Shares,
time) / 9:00 admission and listing of IWG Shares,
a.m. (Luxembourg crediting of IWG Shares in uncertificated
time) on 19 December form to CREST accounts and commencement
2016 of dealings in IWG Shares on the
LSE's main market for listed securities
(5)
At or around IWG Reduction of Capital becomes
12:00 pm (London effective (5)
time) / 1:00
pm (Luxembourg
time) on 19 December
2016
Within 10 Business Dispatch of share certificates
Days of the Scheme in respect of IWG Shares in certificated
becoming Effective 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:
+352 22 99 99
Regus plc 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 Board
Tim Regan
Company Secretary
Registered Office:
22 Grenville Street
St Helier
Jersey 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
MSCUGGBCGUPQPGP
(END) Dow Jones Newswires
November 03, 2016 03:01 ET (07:01 GMT)
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