RGU.L Regulatory News (RGU)

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7 June 2011

REGUS PLC (SOCIÉTÉ ANONYME)("Regus")

REGUS REAFFIRMS SERIOUSNESS OF OFFERREGUS SAYS IT WILL WITHDRAW ITS OFFER IN SIX DAYS IF NO ENGAGEMENT

·; Regus reaffirms commitment and deliverability of its all-cash Offer for MWB Business Exchange Plc ('MBE')

·; Regus continues to believe its Offer is far superior to the existing offer from MWB Group Holdings Plc ('MWB')

·; Regus is disappointed that the Independent Committee and the MWB Board have refused to engage with Regus

·; Regus says it will announce that it will not be making an offer for MBE if the Independent Committee or the MWB Board do not enter into discussions with Regus by Monday 13 June at 17.00 (BST)*

Following Regus's announcement on 27 May 2011 that it made an indicative offer for all of the issued share capital of MBE for cash consideration of 92.36 pence per MBE share (the "Offer"), Regus notes that neither the Independent Committee nor the MWB Board have engaged with Regus to discuss the Offer. Regus is disappointed by this lack of engagement and has decided that it will announce that it will not be making an offer for MBE if neither the Independent Committee nor the MWB Board has entered into discussions with Regus by Monday 13 June at 17.00 (BST)*.

Regus has previously requested that the Independent Committee partially release Regus from the confidentiality agreement dated 15 March 2011 so that it can better explain its Offer to the independent shareholders. However, so far no such permission has been forthcoming. 

Regus is firmly committed to its Offer for MBE and continues to believe that its Offer is far superior to the offer submitted by MWB ('MWB Offer'). Regus notes that its Offer values MBE's issued share capital at approximately £60 million and that it represents a premium of 71.3% over the current implied value of the MWB Offer, and a 50.2% premium over the current MBE share price, as of 6 June 2011.

Regus reiterates that its Offer for MBE is serious and that its all-cash consideration is immediately deliverable to MBE shareholders. In contrast, Regus notes that MWB's Offer is not only significantly inferior to Regus's Offer, but also that in the scheme documentation relating to MWB's Offer it has been disclosed that MWB group's funding with Lloyds Banking Group is still conditional. As Regus has previously noted, MWB group's net debt for the period to 31 December 2010 stood at £301.7 million (as disclosed by MWB in its Interim Statement dated 28 April 2011).

While Regus remains committed to its Offer for MBE and firmly believes in the superiority of its Offer, Regus acknowledges that MWB owns approximately 72% of MBE and therefore cannot succeed in its offer without the support of the board of MWB.

Regus will not continue to pursue a transaction which has no chance of being completed. Regus is a global company operating in over 90 countries and has many options for investment around the world.

*Notes:

Regus will announce that it will not be making an offer under Rule 2.8 of the Takeover Code (the 'Code') if the Independent Committee or the MWB Board do not enter into discussions with Regus by 17.00 (BST) on Monday 13 June 2011 and, because the meetings have already been called, neither the Independent Committee nor MWB or MBE have confirmed publicly that they will be seeking an adjournment of the shareholder meetings required to implement the MWB Offer.

Enquiries:

Investec Investment Banking (which is authorised and regulated in the United Kingdom by the Financial Services Authority) is acting exclusively for Regus and for no one else in connection with the possible offer and will not be responsible to anyone other than Regus for providing the protections afforded to Investec Investment Banking clients nor for providing advice in relation to the possible offer orany other matters referred to in this announcement.

Disclosure requirements of the Code

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 must make an Opening Position Disclosure following the commencement of the offer period. 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 the offeree company. 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. Relevant persons who deal in the relevant securities of the offeree company 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 must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. 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 the offeree company, 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, 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.