Scheme Of Arrangement Becomes Effective

RNS Number : 1614S

IWG PLC

19 December 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 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

19 December 2016

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

AND ADMISSION AND LISTING OF IWG ORDINARY SHARES

Recommended proposals to establish IWG plc ("IWG") (a company incorporated in Jersey and with its head office in Switzerland) as the holding company of Regus plc ("Old Regus") by means of a scheme of arrangement under Article 125 of the
Companies (Jersey) Law 1991 (the "Scheme")

Old Regus and IWG announce that the Scheme has become effective today.

IWG also announces that 923,357,438 IWG Ordinary Shares of one penny each will be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities, and that dealings in IWG Ordinary Shares will commence at 8:00 a.m. (London time) today.

Pursuant to the Scheme, 923,357,438 Old Regus Ordinary Shares will be delisted by 8:00 a.m. (London time) today. Scheme Shareholders will receive one IWG Ordinary Share for every one Old Regus Ordinary Share held at 6:00 p.m. (London time) on 16 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:

Old Regus and IWG Dominik de Daniel, Chief Financial Officer & Chief Operating Officer Wayne Gerry, Group Investor Relations Director	[phone]
Investec Bank plc (Financial adviser to Old Regus and IWG, and sponsor to IWG) James Rudd / James Ireland / Rob Baker	020 7597 4000
Brunswick Nick Cosgrove Gabrielle 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.

END

 

END

 

 

SOABRBDDRDBBGLL