27 May 2011 18:20
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
27 May 2011
For immediate release
MWB Business Exchange plc ("Business Exchange")
Response by the Independent Business Exchange Directors to announcement by Regus PLC (SOCIETE ANONYME) ("Regus")
The Independent Business Exchange Directors note today's announcement by Regus in response to earlier announcements including the planned posting by Business Exchange of formal Scheme documents in relation to the recommended Acquisition by MWB Group Holdings plc ("MWB"). In particular, the Independent Business Exchange Directors note the following:
·; The Regus announcement does not constitute an offer which is capable of acceptance and, as they themselves have acknowledged, there is no certainty that Regus will at any time announce a firm intention to make an offer for Business Exchange.
·; The Indicative Offer received from Regus on 8 May 2011 and which the Independent Business Exchange Directors fully considered, was expressed to be subject to only two pre-conditions: MWB support and the recommendation of the Independent Business Exchange Directors, neither of which was satisfied. In its announcement earlier today, Regus both introduced a new pre-condition relating to due diligence, and reserved its right to reduce its indicative offer price by reference to a number of issues. This qualifies the extent to which any weight can be attached to the statement by Regus that it remains committed to its offer for Business Exchange, whether at 92.36 pence per share or at any other price.
·; The only offer which is available to Business Exchange Minority Shareholders is the proposed Acquisition by MWB which the Independent Business Exchange Directors continue to recommend that shareholders support. Full details of this offer are set out in the Scheme documents which are being posted to shareholders today.
·; MWB has re-confirmed to the Independent Business Exchange Directors that it does not support the Indicative Offer from Regus and that it intends to retain its shareholding in Business Exchange in the medium term. Whilst re-emphasising that any proposal (whether from Regus or any other party) which does not carry MWB's support is not capable of being delivered, the Independent Business Exchange Directors will consider any such proposal on its merits.
Enquiries:
MWB Business Exchange Plc
Malcolm Murray, Independent Non-Executive Director
Keval Pankhania, Finance Director
Tel: 020 7868 7255
Brewin Dolphin Limited (Financial Adviser to Business Exchange)
Sandy Fraser
Tel: 0845 213 2072
Brewin Dolphin Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Business Exchange in connection with the Acquisition and for no-one else and will not be responsible to anyone other than Business Exchange for providing the protections afforded to its clients nor for providing any advice in relation to the Acquisition or the contents of this announcement or any transaction, arrangement or matter referred to in this announcement.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. The proposals for the Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Any response to the proposals should be made only on the basis of the information in the Scheme Document.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
No offer is being made, directly or indirectly, in or into any Restricted Jurisdiction. Accordingly, unless otherwise determined by MWB and Business Exchange, copies of this announcement are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving copies of this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such copies in or into or from any such Restricted Jurisdiction.
The New MWB Units may not be offered, sold, or delivered, directly or indirectly, in, into or from the United States absent registration under the US Securities Act or an exemption from registration. The New MWB Units to be issued under the Scheme will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of MWB after the Effective Date will be subject to certain transfer restrictions relating to the New MWB Units received in connection with the Scheme.
Forward-Looking Statements
This announcement and the information incorporated by reference into this announcement may include forward-looking statements. All statements other than statements of historical facts included in this announcement and the information incorporated by reference into this announcement, including, without limitation, those regarding the Business Exchange Group's and the MWB Group's financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Business Exchange Group and the MWB Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Business Exchange Group's and the MWB Group's present and future business strategies and the environment in which the Business Exchange Group and the MWB Group will operate in the future. These forward-looking statements speak only as of the date on which they are made. Save as required by the Takeover Panel, the FSA, the London Stock Exchange or applicable law, including, without limitation, the City Code, the Prospectus Rules, the Disclosure and Transparency Rules, the Listing Rules and the AIM Rules, Business Exchange and MWB expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Business Exchange's or the Business Exchange Group's and the MWB Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Not a profit forecast
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the MWB Group, MWB and/or Business Exchange for current or future financial years will necessarily match or exceed the historical or published earnings per share of MWB and/or Business Exchange.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company 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) of the City Code applies must be made by no later than 3.30 p.m. on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 City Code, any person who is, or becomes, interested in 1 per cent. 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 of the City Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 p.m. (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 of the City Code.
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 of the City Code).
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.
Online availability of this announcement
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available on Business Exchange's website (www.mwbex.com) and MWB's website (www.mwb.co.uk).