TIDMRGU TIDMMBE
RNS Number : 3010Y
Regus PLC
20 February 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTIONS
FOR IMMEDIATE RELEASE
20 February 2013
Cash Offer
for
MWB Business Exchange Plc
by
Marley Acquisitions Limited (a wholly owned subsidiary of Regus
plc (société anonyme))
Offer update - wholly unconditional
On 19 February 2013, Regus plc ("Regus") announced the terms of
an increased cash offer (the "Increased Offer") by its wholly-owned
subsidiary Marley Acquisitions Limited ("MAL") to acquire the
entire issued and to be issued share capital of MWB Business
Exchange Plc ("Business Exchange") at an offer price of 101.0233
pence per ordinary share of 0.1 pence each in the capital of
Business Exchange ("BX Share"). The full terms of, and condition
to, the Increased Offer and the procedure for acceptance were set
out in the offer document issued by MAL on 19 February 2013 (the
"Increased Offer Document").
Pursuant to the irrevocable undertaking (the "Irrevocable
Undertaking") received by MAL from MWB Property Limited ("MWBPL"),
which is summarised in the Increased Offer Document, MWBPL has
accepted the Increased Offer in respect of its entire legal and
beneficial holding in Business Exchange, totalling 48,863,129 BX
Shares and representing approximately 75.22 per cent of the
existing issued share capital of Business Exchange. The Acceptance
Condition, which was the only condition to the Increased Offer, has
been satisfied.
MAL is therefore pleased to announce that the Increased Offer
has become wholly unconditional in all respects. The Increased
Offer is being extended and will remain open for acceptance until 1
p.m. on 8 March 2013.
Under the terms of the Offer, Business Exchange Shareholders
will receive 101.0233 pence per BX Share. The Offer Price
represents:
-- a value for the entire existing issued and to be issued share
capital of Business Exchange of approximately GBP65.625
million;
-- an all-cash premium of approximately 96.16 per cent. to the
Closing Price of 51.50 pence per BX Share on 19 December 2012
(being the last Business Day prior to the announcement of the
Offer);
-- an all-cash premium of approximately 149.44 per cent. to the
Closing Price of 40.50 pence per BX Share on 15 November 2012
(being the last Business Day prior to the issue of notice of
intention to appoint administrators by MWB Group Holdings, ultimate
parent company of MWBPL); and
-- an all-cash premium of 133.85 per cent. to the average
Closing Price of 43.20 pence per BX Share for the three month
period to 19 December 2012 (being the last Business Day prior to
the announcement of the Offer).
Level of acceptances
As at 10.00 a.m. on 20 February 2013, MAL had received valid
acceptances of the Increased Offer in respect of 49,114,018 BX
Shares (representing approximately 75.60 per cent. of the existing
issued share capital of Business Exchange), all of which may be
counted towards satisfaction of the Condition to the Increased
Offer (as set out in Part A of Appendix 1 to the Increased Offer
Document). Accordingly, the Acceptance Condition has been
satisfied. These acceptances include the acceptance received from
MWBPL pursuant to the Irrevocable Undertaking.
Delisting, cancellation of trading and re-registration
As set out in the Increased Offer Document, now that the
Increased Offer has become unconditional in all respects and MAL
has acquired more than 75 per cent. of the voting rights of
Business Exchange, MAL intends to procure that Business Exchange
applies to the London Stock Exchange for the cancellation of
trading of BX Shares on AIM on 20 business days' notice.
Such cancellation of admission to trading would significantly
reduce the liquidity and marketability of any BX Shares not
assented to the Offer.
Following delisting, Business Exchange will be re-registered as
a private company.
Procedure for acceptance of the Increased Offer
The Increased Offer is being extended and will remain open for
acceptance until 1 p.m. on 8 March 2013. Business Exchange
Shareholders who have not yet accepted the Increased Offer are
urged to do so as soon as possible.
To accept the Increased Offer in respect of BX Shares held in
certificated form, Business Exchange Shareholders must complete the
Form of Acceptance in accordance with the instructions printed on
it and set out in the Original Offer Document and return it
together with their share certificate(s) or other document(s) of
title to Capita Registrars, receiving agent for the Offer, as soon
as possible and, in any event, so as to be received by Capita
Registrars by no later than 1.00 p.m. (London time) on 8 March
2013.
To accept the Increased Offer in respect of BX Shares held in
uncertificated form (that is, in CREST), Business Exchange
Shareholders must follow the procedure for electronic acceptance
through CREST in accordance with the instructions set out in the
Original Offer Document so that the TTE instruction settles as soon
as possible and, in any event, by no later than 1.00 p.m. (London
time) on 8 March 2013. If Business Exchange Shareholders hold their
BX Shares as a CREST sponsored member, they should refer to their
CREST sponsor as only their CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
Settlement of consideration
As set out in the Increased Offer Document, settlement of the
cash consideration to accepting Business Exchange Shareholders will
be despatched by first class post (or, in the case of Business
Exchange Shareholders holding their BX Shares in uncertificated
form, by means of CREST payment): (i) in case of acceptances
received, complete in all respects, by 20 February 2013, on or
before 27 February 2013; and (ii) in case of acceptances received,
complete in all respects, after 20 February 2013, within 5 Business
Days of such receipt.
Interests in BX Shares
Save as set out above, on 19 February 2013 (being the last
practicable date prior to the publication of this announcement),
neither MAL, nor any person acting in concert with MAL has any
right to subscribe for any relevant securities of Business Exchange
nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Business Exchange. For
these purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Business Exchange
and any borrowing or lending of any relevant securities of Business
Exchange which have not been on-lent or sold.
A copy of this announcement will be available for inspection
free from charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Regus' website (at
www.regus.co.uk) during the course of the Offer.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Increased Offer
Document.
Enquiries:
Rothschild (Financial Adviser to Regus) Tel: +44 (0) 20 7280
5000
Alex Midgen
Robert Waddingham
Brunswick Group LLP (Public Relations Adviser to Regus) Tel: +44 (0) 20 7404 5959
Simon Sporborg
Nick Cosgrove
Rosheeka Field
Further information:
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Increased
Offer is being made solely by the Increased Offer Document, which,
together with the Form of Acceptance, contains the full terms and
conditions of the Increased Offer, including details of how to
accept the Increased Offer. Any decision in respect of, or other
response to, the Increased Offer should be made only on the basis
of the information contained in the Increased Offer Document.
Rothschild, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for MAL and
Regus and no one else in connection with the Offer and will not be
responsible to anyone other than MAL and Regus for providing the
protections afforded to clients of Rothschild or for providing
advice in relation to the Increased Offer or any other matters
referred to in this announcement. Neither Rothschild nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild in connection with the
Increased Offer.
Overseas Shareholders
Unless otherwise determined by MAL or required by the Code and
permitted by applicable law and regulation, the Increased Offer is
not being made, directly or indirectly, in or into or by the use of
the mails of, or by any other means or instrumentality (including,
without limitation, facsimile, telex, telephone, internet or other
forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and will not be
capable of acceptance by any such use, means, instrumentality or
facility or from within any Restricted Jurisdiction. Accordingly,
unless otherwise determined by MAL or required by the Code and
permitted by applicable law and regulation, copies of any documents
relating to the Increased Offer are not being and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent, in whole or in part, in, into or from any
Restricted Jurisdiction and persons receiving such
documents (including, without limitation, custodians, nominees
and trustees) must not, directly or indirectly, mail, transmit or
otherwise forward, distribute or send them in, into or from any
such jurisdiction.
The availability of the Increased Offer to persons who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located. Persons who are
not resident in the United Kingdom should inform themselves about,
and observe, any applicable legal or regulatory requirements of
their jurisdiction. Any failure to comply with such applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction.
This document has been prepared for the purposes of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
document had been prepared in accordance with the laws and
regulations of any jurisdiction outside England.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is "interested" in
1% or more of any class of "relevant securities" of an offeree
company (in this instance, Business Exchange) or of any paper
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the "offer period" and, if later, following the
announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of (i) the offeree company
and (ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the "relevant securities" of the
offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person "deals" in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the "dealing" concerned and of the person's
interests and short positions in, and rights to subscribe for, any
"relevant securities" of each of (i) the offeree company and (ii)
any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant "dealing".
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
"interest in relevant securities" of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
"acting in concert" with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
"relevant securities" Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of "relevant securities" in issue,
when the "offer period" commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLLFIFFRIIFIV
MWB Business Exchange (LSE:MBE)
Historical Stock Chart
From Feb 2025 to Mar 2025
MWB Business Exchange (LSE:MBE)
Historical Stock Chart
From Mar 2024 to Mar 2025
