Last checked at 16 Apr 2010 14:31
FOR IMMEDIATE RELEASE
16 April 2010
MWB GROUP HOLDINGS PLC ("MWB" or the "Company")
PROPOSED SALE OF THE LIBERTY TUDOR BUILDING AND NOTICE OF GENERAL MEETING
On 15 March 2010 MWB announced the proposed sale and leaseback by its 68% subsidiary, Liberty Plc ("Liberty"), of the freehold interest in Liberty's flagship store on Great Marlborough Street, London W1 (the "Tudor Building") from which Liberty operates its retail business, to Sirosa Liberty Limited (the "Sale"). A circular containing details of the Sale ("Circular") has been published and is expected to be posted to shareholders today. A General Meeting to approve the Sale is expected to be held at 11.00 a.m. on 10 May 2010.
Highlights
·; Net Sale Price of £41.2m represents a surplus, before expenses, of £10.95 million over the book value of the Tudor Building of £30.25 million as included in the 2009 Results
·; Liberty has entered into a long term lease of the Tudor Building, with initial annual rental cost of £2.1 million per annum
·; Irrevocable undertakings to vote in favour totalling 71.3% received
The Company has received irrevocable undertakings to vote in favour of the ordinary resolution to be put to shareholders of the Company at the General Meeting to approve the Sale from shareholders holding 71.3% of the Company's issued share capital. The Directors have given irrevocable undertakings amounting to 15.8% of the Company's issued share capital (such amount being included in the 71.3% total above).
The Circular relating to the Sale has been approved by the UK Listing Authority and will shortly be available for inspection at their Document Viewing Facility, situated at The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. The Circular will also be available at the registered office of the Company and at the offices of Dechert LLP, 160 Queen Victoria Street, London EC4V 4QQ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of the publication of the Circular until the General Meeting. The circular will also be available on the Company's website, www.mwb.co.uk
Richard Balfour-Lynn, Chief Executive of MWB, commented:
"The Sale of the Tudor Building is the latest step in fulfilling our ongoing realisation plans. We are delighted to have realised this advantageous sale price for the Tudor Building."
For further information, please contact:
| MWB Group Holdings Plc Richard Balfour-Lynn, Chief Executive Jag Singh, Finance Director
| +44 (0) 20 7706 2121 |
| Panmure Gordon (Financial Adviser and Broker) Hugh Morgan Adam Pollock
| +44 (0) 20 7459 3600 |
| Baron Phillips Associates (Financial PR Adviser) Baron Phillips | +44 (0) 20 7920 3161 |
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is made or given by, or on behalf of, the Company or Panmure Gordon (UK) Limited ("Panmure Gordon") or any of their affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings or any of their respective directors, officers, employees or advisers or any other person as to the accuracy or completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors or omissions.
Panmure Gordon, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and for no one else in connection with the Sale and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Panmure Gordon or for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter described in this announcement.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable laws of relevant jurisdictions.
This announcement contains a number of forward looking statements relating to MWB and Liberty with respect to, amongst others, the following: financial conditions; results of operations; economic conditions in which MWB and Liberty operates; the businesses of MWB and Liberty; future benefits of the Sale; and management plans and objectives. The Company considers any statements that are not historical facts as "forward looking statements". They relate to events and trends that are subject to risks, uncertainties and assumptions that could cause the actual results and financial position of MWB and Liberty to differ materially from the information presented in the relevant forward looking statement. When used in this announcement the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to MWB and Liberty or the management of either of them, are intended to identify such forward looking statements. Readers are cautioned not to place undue reliance on these forward looking statements which speak only as at the date of this announcement. Neither the Company nor any member of the Group including Liberty undertakes any obligation to update publicly or revise any of the forward looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws and regulations, the Listing Rules, the Prospectus Rules, and the Disclosure and Transparency Rules.
MWB GROUP HOLDINGS PLC
PROPOSED SALE OF THE LIBERTY TUDOR BUILDING AND NOTICE OF GENERAL MEETING
1. Introduction
On 1 March 2010, Liberty, MWB's 68.3 per cent. owned subsidiary, announced that a number of parties had expressed interest in acquiring the freehold of the Tudor Building. On 15 March 2010, the Liberty Board announced that it had agreed terms to sell the Tudor Building to the Purchaser, Sirosa Liberty Limited. Under the terms of the Sale, Liberty will receive the Sale Price in cash, which values the Tudor Building at £41.5 million.
The Net Sale Price of £41.2 million, which reflects a retention of £0.3 million by the Purchaser in accordance with the Sale Agreement, represents a surplus, before expenses, of £10.95 million over the book value of the Tudor Building of £30.25 million at 31 December 2009. It is intended that Liberty uses the proceeds to, inter alia, repay its indebtedness to its bank, BoS, and its intercompany loan provided by MWB.
The Sale is of sufficient size relative to that of the Group to constitute a Class 1 transaction for MWB under the Listing Rules and, as such, requires approval of Shareholders prior to Completion.
2. Background to the Sale
In February 2009, Liberty launched its Renaissance of Liberty as the next step in establishing itself as a popular and avant-garde British luxury brand. The Renaissance continues to be successful, and in the year ended 31 December 2009 revenues grew by 20 per cent. compared with 2008.
In July 2009, the Liberty Board announced that it was undertaking a review with the aim of identifying ways in which the business could be developed and expanded. The Liberty Board has concluded that the Sale of the Tudor Building at the Sale Price is in the best interests of Liberty. The Net Sale Price represents a surplus, before expenses, of £10.95 million or 36 per cent. over the book value of the Tudor Building of £30.25 million at 31 December 2009. Following Completion, Liberty will continue to occupy and carry on its retail operations at the Tudor Building pursuant to the Liberty Lease. In addition, following Completion, Liberty will continue to own and operate its other business divisions, namely Liberty Art Fabrics, which supplies fashion and design fabrics and prints to global fashion brands and designers, Liberty of London, Liberty's in-house studio, and Liberty's transactional website.
From an operational perspective, the Board and the Liberty Board envisage that the day to day operations of Liberty will continue in the same manner after the Sale as they are carried on at the date of this announcement. From a financial perspective, the Liberty Board intends to use part of the proceeds from the Sale to eliminate all of Liberty's interest bearing debt. As a result, interest costs (£1.4 million incurred in the year ended 31 December 2009) will be eliminated and will be replaced by the payment of rental costs under the Liberty Lease (initially £2.1 million per annum). In addition, following repayment of Liberty's interest bearing debt and the payment of accrued dividends to holders of preference shares in Liberty, the Liberty Board anticipates there will be approximately £11.6 million of surplus proceeds from the Sale. Prior to any further distributions or payments, these surplus proceeds will be retained within the Group.
On 12 March 2010 the Liberty Board announced that it had received approaches which may or may not lead to an offer being made for Liberty, but that it was too early for the Liberty Board to determine whether or not these discussions would result in any formal offer being made for Liberty. Discussions are ongoing and have been undertaken on the basis that any potential offer for Liberty would be conditional on the Sale taking place and any such offer would only be made subject to completion of the Sale. The sale of the Tudor Building is not conditional on any such offer being made for Liberty and the Board considers that the Sale is in the best interests of Shareholders irrespective of any potential offer for Liberty.
Since implementation of the Cash Distribution Programme in May 2002, the Board's strategy has been to mature and enhance the value of the Group's businesses. Upon the businesses reaching maturity, the strategy has been to realise their value through sales and, after repayment of debt, to return realised cash or cash equivalents to Shareholders. These broad strategic aims remain in place today.
The Sale will enable both Liberty and the Group to realise the inherent value in the Tudor Building at what is considered by the Directors to be an attractive price, in cash, and so to continue the Group's strategy of realising the value of the Group's businesses through sales in connection with the Cash Distribution Programme.
3. Terms of the Sale
The price negotiated with the Purchaser for the Tudor Building is £41.5 million pursuant to the Sale Agreement. On the assumption that the Sale completes as planned, the Net Sale Price receivable represents a premium of £10.95 million over the book value of the Tudor Building of £30.25 million based on a valuation by DTZ at 31 December 2009, which is included in the Financial Review section of the 2009 Results.
The Tudor Building comprises a Grade II* timber framed building constructed between 1922 and 1924 in the Tudor arts and crafts style. The property is arranged over basement, ground and five upper floors. There are five passenger and two goods lifts serving all floors. The Tudor Building comprises gross space of 10,168 square metres (109,452 square feet), which provides 6,938 square metres (74,683 square feet) net of predominantly retail accommodation.
The Tudor Building, on the assumption that the Liberty Lease has been completed, has been valued for the Group by DTZ, acting as independent property valuers at 12 March 2010, at £41.5 million.
A key benefit of the Sale is that the Group is able to lock-in what the Directors consider to be an advantageous sale price for the Tudor Building. At Completion, Liberty Lease Limited (a wholly owned subsidiary of Liberty) and Liberty, as joint and several tenants, will enter into the Liberty Lease which will have a term of 30 years, with an option to extend in favour of the joint tenants for a further 15 years. This will allow Liberty to continue to carry on its operations unaffected after Completion, thus further underpinning the current and future value of the Group. Rental costs under the Liberty Lease will be £2.1 million per annum initially, with fixed rental increases of 2.5 per cent. per annum, compounded at five yearly intervals during the term of the Liberty Lease.
The Purchaser is Sirosa Liberty Limited, a holding company for a European family trust, which is incorporated in the British Virgin Islands. Although the Purchaser's name includes the word 'Liberty', the Purchaser is not in any way connected to the Group other than pursuant to the Sale and the Liberty Lease.
BoS, Liberty's bankers, which has the benefit of security over the Tudor Building under the terms of the Existing BoS Debt, has given its consent to the Sale.
4. Composition, receipt and use of proceeds derived from the Sale
Out of the proceeds of the Sale of £41.5 million, the Purchaser will retain £0.3 million pursuant to the Sale Agreement relating to completion of remedial works on the Tudor Building. After deduction of costs of the Sale estimated at £0.7 million, Liberty will at Completion repay the Existing BoS Debt secured on the Tudor Building which is required to be repaid on a sale of the property under the terms of its financing arrangements with BoS. This is estimated to amount to £14.0 million at Completion.
Following Completion, the Liberty Board intends to repay the Existing Group Debt to MWB which is estimated will be £14.7 million at Completion, and pay accrued dividends (which amount to £0.2 million) to holders of preference shares in Liberty. These dividends have not been capable of payment by Liberty in previous years as Liberty had a deficit on retained earnings in its own financial statements. After payment of dividends up through the Liberty group, sourced from the surplus realised on completion of the Sale, Liberty will have a positive balance on retained earnings in its own financial statements, permitting the payment of these arrears of preference dividend. Thereafter, there is expected to be £11.6 million of surplus cash proceeds available in Liberty as a result of the Sale.
The Liberty Board intends to pay a special dividend out of the surplus proceeds from the Sale to shareholders in Liberty, which would be receivable by MWB and minority shareholders in Liberty. In light of this potential special dividend and ongoing discussions relating to a potential offer for Liberty, the Liberty Board has commenced discussions with the trustees of the Liberty Pension Scheme concerning a possible contribution to be made by Liberty to reduce the deficit in the Liberty Pension Scheme, such contribution to be funded out of the surplus proceeds of the Sale of £11.6 million referred to above. The Liberty Pension Scheme deficit, under the basis of accounting required by International Accounting Standard Number 19, at 31 December 2009 was £2.8 million as disclosed in the 2009 Results. As these discussions have only recently commenced, the Liberty Board is not yet in a position to determine the amount of any contribution to the Liberty Pension Scheme nor the resulting special dividend. The Board will make a further announcement once this position has been finalised.
After repayment of the Existing BoS Debt and the Existing Group Debt, the payment of accrued dividends to holders of preference shares in Liberty and prior to any other payments referred to above, the surplus proceeds of £11.6 million will be retained within the Group.
5. Current operations of Liberty
Liberty, which was established by the Liberty family in 1875, is a retail emporium whose business is principally located in the West End of London. Liberty retails fashion, beauty and home collections from five floors of the Tudor Building and operates a wholesale business through Liberty Art Fabrics. MWB has a 68.3 per cent. interest in Liberty, whose shares are admitted to trading on AIM.
The core of the Liberty strategy is the creation of a global luxury brand across four distinct business activities, each based on a common heritage and shared support functions.
The principal activity of Liberty is the operation of the Liberty flagship store on Great Marlborough Street, which has in recent years undergone a period of significant financial investment, culminating in completion of the 'Renaissance of Liberty' which was launched in February 2009. The Liberty flagship store carries menswear, womenswear, shoes, jewellery, accessories and home interiors amongst other categories. The store also carries collections by renowned designers and is positioned at the upper end of the luxury market. With the refurbished Liberty flagship store having opened in February 2009, Operating Revenue from the store and transactional website increased in 2009 to £37.3 million, an increase of 18 per cent. over the revenue of £31.5 million in 2008, and Liberty recorded positive EBITDA during this period. Given the current economic climate, the Liberty Board considers this to be a strong performance and a good barometer with which to measure the prospects going forward. In the year ended 31 December 2009, the Liberty flagship store and the transactional website contributed 63 per cent. to Liberty's total revenues.
In July 2008, Liberty launched its transactional website, which has developed rapidly since then. The Liberty Board considers that there is significant potential for this part of its business.
Liberty Art Fabrics supplies fashion and design fabrics and prints to global fashion brands and designers, such as Nike, Balmain and Junya Watanabe. In the year ended 31 December 2009, the Liberty Art Fabrics business contributed 36 per cent. of Liberty's total revenues.
Liberty of London, Liberty's in-house studio, develops fashion accessories for men and women which are sold in Liberty's three core areas of operation referred to above. In the year ended 31 December 2009, the Liberty of London business contributed 1 per cent. of Liberty's total revenues.
6. Financial effects of the Sale on the Group
Consolidated statement of financial condition
The Sale constitutes the sale by Retail Stores Property Holdings, a wholly owned subsidiary of Liberty, of the Tudor Building for the Sale Price pursuant to the Sale Agreement. DTZ, as independent professional valuers to Liberty and the Group, have placed a market value on the Tudor Building, with the benefit of the Liberty Lease at 12 March 2010, of £41.5 million, which is underpinned by the agreed Sale Price. DTZ had previously valued the Tudor Building at £30.25 million at 31 December 2009 based on its then fixed internal annual rental of £2 million for the remaining eight year term of the existing lease.
Taking into account the expected costs of the transaction to be incurred by MWB of £0.4 million (in addition to the expected costs of the transaction to be incurred by Liberty of £0.7 million), at Completion the Sale is expected to increase net assets of the Group on the Group's consolidated statement of financial position by the net surplus received over the market value included in its financial statements at 31 December 2009. This amounts to £9.83 million, of which £6.72 million is Equity Attributable to Shareholders and £3.11 million is attributable to minority interests.
Consolidated income statement
At Completion, the Group will enter into the Liberty Lease. Rental costs under the Liberty Lease will be £2.1 million per annum initially, with fixed rental increases of 2.5 per cent. per annum compounded at five yearly intervals.
On the assumption that the Sale completes as planned, annual rental costs in Liberty would increase by £2.1 million and net finance costs would decrease to reflect the reduction in net indebtedness arising from the net proceeds of the disposal of the property.
Equity Attributable to Shareholders
Prior to the payment of any dividends to minority shareholders in Liberty and the payment of any amounts to the Liberty Pension Scheme referred to above, Equity Attributable to Shareholders, which excludes minority interests, will increase by £6.72 million as a result of the sale of the Liberty Tudor Building.
7. 2009 Results
Detailed commentary on the Group's current trading and prospects is included in the 2009 Results which were announced on 30 March 2010.
Equity Attributable to Shareholders reduced from £125.9 million or 174p per share at 31 December 2008, to £104.5 million or 144p per share at 31 December 2009, principally reflecting retained losses for the year and the effective portion of changes in fair value of cash flow hedges. After taking account of the Placing that was completed in January 2010, Equity Attributable to Shareholders at 31 December 2009 totalled £129.1 million, or 79p per share, reflecting the issue price of the New Units of 30p per Unit. The Group's property values stabilised during the year, resulting in a reduction in values during the year of only £2.1 million compared with a reduction of £79.2 million during 2008. The Malmaison and Hotel du Vin trading results were steady during the year despite challenging market conditions, producing EBITDA of £26.4 million, in comparison to £25.9 million in the previous year. Liberty produced record levels of revenue of £60.8 million, being 20 per cent. Higher than those for the year ended 31 December 2008. At Business Exchange, EBITDA declined 46 per cent. to £9.8 million, reflecting lower returns at centres acquired from the MLS group while they are brought up to Group standards, and aggressive pricing from the conventional property market. Overall, the loss before tax of the Group increased to £15.4 million from £9.9 million during the year ended 31 December 2008, reflecting the above factors and high interest costs. The latter have been reduced going forward as a result of the proceeds received from the Placing announced by the Company in December 2009 which improved the financial standing of the Group and would be reduced further on completion of the Sale.
The Group's annual report and financial statements for the year ended 31 December 2009 is expected to be sent to Shareholders in early May 2010.
8. Shortening of notice period in respect of future general meetings of the Company
Changes made to the 2006 Act by the Shareholders' Rights Regulations increased the notice period required for general meetings of traded companies to 21 days, unless shareholders approve a shorter notice period. Any such shorter notice period, however, cannot be less than 14 clear days. Annual general meetings of the Company will continue to be held on at least 21 clear days' notice under these Regulations.
The Directors are therefore seeking approval of Shareholders at the General Meeting to the shortening of the notice period in respect of future general meetings of the Company (other than an annual general meeting) to 14 clear days' notice. The Notice Period Resolution seeks approval of the Notice Period Reduction which will be effective until the Company's 2010 annual general meeting, when it is intended that a similar resolution will also be proposed. The Directors intend that this shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.
The changes to the 2006 Act brought about by the Shareholders' Rights Regulations also mean that, in order for the Company to be able to call a general meeting on less than 21 clear days' notice, the Company must provide electronic voting to all Shareholders for that meeting. The Company will implement this change in advance of the first general meeting at which the shorter notice period will be operational.
9. General Meeting
Completion of the Sale is conditional upon Shareholders' approval being obtained at the General Meeting to be held at the offices of Dechert LLP, 160 Queen Victoria Street, London EC4V 4QQ at 11.00 a.m. on 10 May 2010. At the General Meeting the Sale Resolution will be proposed to approve the Sale and the Notice Period Resolution will be proposed to approve the Notice Period Reduction. To approve the Sale, a majority of not less than 50 per cent. of those voting in person or by proxy must vote in favour of the Sale Resolution (unless a poll is demanded, in which case, a majority of not less than 50 per cent. of the votes cast in person or by proxy must be in favour of the Sale Resolution).
To approve the Notice Period Reduction, a majority of not less than 75 per cent. of those voting inperson or by proxy must vote in favour of the Notice Period Resolution (unless a poll is demanded, in which case, a majority of at least 75 per cent. of the votes cast in person or by proxy must be in favour of the Notice Period Resolution).
10. Irrevocable undertakings
The Directors and persons connected with them have given irrevocable undertakings to the Company to vote in favour of the Resolutions to be proposed at the General Meeting (and to procure that such action is taken by the relevant registered holders) in respect of their beneficial holdings totalling 25,880,014 Units, representing 15.78 per cent. of the existing Units at the date of this announcement.
In addition, certain other Shareholders have given irrevocable undertakings to the Company to vote in favour of the Sale Resolution to be proposed at the General Meeting (and to procure that such action is taken by the relevant registered holders) in respect of their beneficial holdings totalling 91,126,201 Units, representing 55.55 per cent. of the existing Units at the date of this announcement.
In total, therefore, the Company has received irrevocable undertakings to vote in favour of the Sale Resolution to be proposed at the General Meeting in respect of beneficial holdings totalling 117,006,125 Units, representing 71.33 per cent of the existing Units at the date of this announcement. The total amount of beneficial holdings to which these irrevocable undertakings relate exceeds the majority of not less than 50 per cent. of those voting in person or by proxy (or if a poll is demanded a majority of not less than 50 per cent. of the votes cast in person or by proxy) required to pass the Sale Resolution
11. Recommendation
The Board considers that the Sale and the Notice Period Reduction are in the best interests of the Company and the Shareholders as a whole.
The Board has received financial advice from Panmure Gordon on the Sale, and in giving its financial advice to the Board, Panmure Gordon has relied on the Board's commercial assessment of the Sale.
Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own holdings totalling 25,880,014 Units, representing 15.78 per cent. of the existing Units.
Appendix
DEFINITIONS AND GLOSSARY
The following definitions apply throughout this announcement, unless the context otherwise requires:
| "2006 Act" | the Companies Act 2006, as amended from time to time |
| "2009 Results" | the preliminary announcement of audited results of the Group for the year ended 31 December 2009, which the Company announced on 30 March 2010 |
| "AIM" | the AIM market of the London Stock Exchange |
| "BoS" | the Bank of Scotland (now Bank of Scotland Plc) |
| "B Shares" | the B ordinary shares of 0.01 p each in the capital of the Company |
| "Cash Distribution Programme" | the programme as approved by shareholders of MWB Property at an extraordinary general meeting of MWB Property held on 24 May 2002, as extended on 17 February 2004, 17 April 2007, 10 April 2008 and 1 January 2010, pursuant to which MWB Property and, following implementation of the Scheme, MWB, proposes to realise all or substantially all of its assets in cash or cash equivalents in order to make Gross Cash Returns to Shareholders |
| "Completion" | the completion of the Sale in accordance with the Sale Agreement which is scheduled to take place on 17 May 2010, subject to the passing of the Sale Resolution at the General Meeting |
| "Directors" or the "Board" | the current directors of MWB whose names are set out in the Circular |
| "Disclosure and Transparency Rules" | the disclosure and transparency rules of the UK Listing Authority made in accordance with section 73(A) of FSMA, as amended from time to time |
| "DTZ" or the "Valuer" | DTZ Debenham Tie Leung Limited |
| "EBITDA" | earnings before interest, tax, depreciation and amortisation |
| "Equity Attributable to Shareholders" | the net assets of the Group attributable to Shareholders, or, prior to 3 April 2008, attributable to shareholders of MWB Property, as disclosed by the consolidated Group financial statements from time to time |
| "Existing BoS Debt" | the existing debt drawn down by Liberty from BoS which is approximately £14.0 million at the date of this announcement and which will be repaid at Completion by Liberty out of the Sale Price |
| "Existing Group Debt" | the existing short term financing provided to Liberty by MWB which is £14.5 million at the date of this announcement and which it is intended will be repaid following Completion by Liberty out of the Sale Price |
| "FSA" | the Financial Services Authority of the United Kingdom |
| "FSMA" | the Financial Services and Markets Act 2000, as amended from time to time |
| "General Meeting" | the general meeting of the Company convened for 11.00 a.m. on 10 May 2010, and including any adjournment thereof |
| "Gross Cash Returns to Shareholders" | the aggregate gross distributions to Shareholders by the Company in the form of cash or readily realisable assets adjusted by adding back any corporation tax payable by the Company on any disposals, and including the aggregate gross cash or cash equivalent paid to Shareholders by a third party on a takeover of the Company |
| "Group" or "MWB Group" | before 3 April 2008, MWB Property and its subsidiaries, and from that date onwards, the Company and its subsidiaries including MWB Property |
| "Liberty" | Liberty Plc, MWB's 68.3 per cent. owned subsidiary whose ordinary shares are admitted to trading on AIM, and including, where the context requires, its wholly owned subsidiaries |
| "Liberty Board" | the board of directors of Liberty |
| "Liberty Lease" | the 30 year lease (with an option in favour of the tenant to extend for a further 15 years) relating to the Tudor Building to be entered into immediately prior to Completion between Liberty Lease Limited and Liberty (as joint and several tenants) and Liberty Tudor Property Limited and Liberty Tudor Property No 2 Limited (as landlord) of which the Purchaser will, at Completion, become landlord, described in more detail in the Circular |
| "Liberty Pension Scheme" | the Liberty Retail Plc defined benefit pension scheme |
| "Listing Rules" | the rules and regulations made by the FSA under Part VI of FSMA, as amended from time to time |
| "London Stock Exchange" | London Stock Exchange Plc |
| "MWB" or "Company | MWB Group Holdings Plc |
| "MWB Property" | MWB Property Limited, formerly named Marylebone Warwick Balfour Group Plc (company number 3125437), the holding company of the Group until 3 April 2008, and thereafter a wholly owned subsidiary of the Company |
| "Net Sale Price" | the Sale Price less a retention by the Purchaser of £0.3 million in accordance with the Sale Agreement |
| "Notice Period Reduction" | the shortening of the notice period in respect of general meetings of the Company (other than an annual general meeting) to not less than 14 clear days' notice |
| "Notice Period Resolution" | the special resolution to approve the Notice Period Reduction to be proposed at the General Meeting |
| "Operating Revenue" | revenue generated by Liberty in its retail, wholesale, online and Liberty of London operations, excluding rental and other sundry income, as disclosed in the annual financial statements and half-yearly financial reports of Liberty from time to time |
| "Ordinary Shares" | the ordinary shares of 0.1p each in the capital of the Company |
| "Panmure Gordon" | Panmure Gordon (UK) Limited, Moorgate Hall, 155 Moorgate, London EC2M 6XB, acting as sponsor and financial adviser to the Company |
| "Prospectus Rules" | the prospectus rules of the UK Listing Authority made in accordance with section 73A of FSMA, as mended from time to time |
| "Purchaser" | Sirosa Liberty Limited, a company incorporated in the British Virgin Islands (with company number 1573837) |
| "Resolutions" | the Sale Resolution and the Notice Period Resolution to be proposed at the General Meeting |
| "Retail Stores Property Holdings" | Retail Stores Property Holdings Limited, a wholly owned subsidiary of Liberty, and a Tudor Building Party, being the owner of the beneficial interest in the freehold of the Tudor Building |
| "Sale" | the proposed sale of the Tudor Building to the Purchaser pursuant to the Sale Agreement |
| "Sale Agreement" | the conditional sale and purchase agreement relating to the Tudor Building dated 12 March 2010 between (1) the Tudor Building Parties (2) MWB and (3) the Purchaser, described in more detail in the Circular |
| "Sale Price" | £41.5 million being the price payable by the Purchaser to Retail Stores Property Holdings in cash under the Sale Agreement |
| "Sale Resolution" | the ordinary resolution to approve the Sale to be proposed at the General Meeting |
| "Scheme" | the scheme of arrangement pursuant to section 425 of the Companies Act 1985 as set out in more detail in the circular sent to shareholders of MWB Property dated 7 February 2008 that was approved by shareholders of MWB Property at an extraordinary general meeting of MWB Property on 4 March 2008 and which became effective on 3 April 2008 |
| "Shareholders" | holders of Units, or prior to April 2008, holders of ordinary shares in MWB Property |
| "Shareholders' Rights Regulations" | the Companies (Shareholders' Rights) Regulations 2009 |
| "Tudor Building" | the freehold mock Tudor building and the Muji building, Great Marlborough Street, London W1 owned by the Tudor Building Parties, all wholly owned subsidiaries of Liberty |
| "Tudor Building Parties" | Retail Stores Property Holdings, Liberty Tudor Property Limited, Liberty Tudor Property No 2 Limited, Liberty Properties Link Owner Limited and Liberty Properties Link Owner No 2 Limited, all wholly owned subsidiaries of Liberty and each a "Tudor Building Party" |
| "UK Listing Authority" or "UKLA" | the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA |
| "Unit" | a unit, comprising one Ordinary Share and 20 B Shares in the capital of the Company, such Ordinary Share and B Shares being transferable only in the form of a Unit and not separately and "Units" shall be construed accordingly |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
All references to "pounds", "pounds sterling", "Sterling", "£", "pence" and "p" are to the lawful currency of the UK.