TIDMRGU TIDMMBE
RNS Number : 6978A
Regus PLC
22 March 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
22 March 2013
Increased Cash Offer
for
MWB Business Exchange Plc
by
Marley Acquisitions Limited (a wholly owned subsidiary of Regus
plc (société anonyme))
Offer update
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").
Level of acceptances
As at 1.00 p.m. on 22 March 2013, MAL had received valid
acceptances of the Increased Offer in respect of 64,706,114 BX
Shares (representing approximately 99.60 per cent. of the existing
issued share capital of Business Exchange). These acceptances
include the acceptance received in respect of 48,863,129 BX Shares
(representing approximately 75.22 per cent. of the existing issued
share capital of Business Exchange) which were subject to an
irrevocable commitment procured by MAL from MWB Property
Limited.
Closing of the Increased Offer
On 8 March 2013, Regus announced that the Increased Offer would
remain open for acceptance until 1.00 p.m. (London time) on 22
March 2013. Regus has elected not to extend the Increased Offer
further. Accordingly, the Increased Offer is now closed to further
acceptances.
Compulsory acquisition
As MAL has now received acceptances under the Increased Offer in
respect of at least 90 per cent. of the BX Shares to which the
Increased Offer relates and at least 90 per cent. of the voting
rights carried by the BX Shares to which the Increased Offer
relates, Regus intends to exercise its rights pursuant to the
provisions of Part 28 of the Companies Act 2006 to acquire
compulsorily the remaining BX Shares in respect of which the
Increased Offer has not been accepted, on the same terms as the
Increased Offer.
Delisting and re-registration
As announced on 26 February 2013, Business Exchange has applied
to the London Stock Exchange for the cancellation of the admission
to trading of BX Shares on AIM. This is expected to take effect on
or shortly after 7.00 a.m. on 27 March 2013. Following such
cancellation, Regus intends to re-register Business Exchange as a
private limited company.
Such delisting and cancellation of trading in the BX Shares, and
the subsequent re-registration, will significantly reduce the
liquidity and marketability of any BX Shares not assented to the
Increased Offer.
Interests in BX Shares
Save as set out above, on 21 March 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).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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