TIDMMBE
RNS Number : 8605W
MWB Business Exchange Plc
31 January 2013
The release, publication or distribution of this document in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
such jurisdictions. To the fullest extent permitted by law, the
companies involved in the Unsolicited Regus Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
FOR IMMEDIATE RELEASE
31 January 2013, London
MWB Business Exchange Plc (the "Company" or "Business
Exchange")
Posting of response circular recommending that Business Exchange
Shareholders should take no action in respect of the Unsolicited
Regus Offer
Business Exchange has today sent a circular (the "Response
Circular") to its Shareholders advising them that the Directors
have considered the merits of the Unsolicited Regus Offer made by
Marley Acquisitions Limited, a wholly owned subsidiary of Regus plc
("MAL") of 61.576 pence for each Business Exchange Share, announced
on 21 December 2012.
The Board emphasises that the Marketing Period under the sale
process being conducted by the Joint Administrators of MWB Group
Holdings Plc will run until 14 February 2013 and that the sale
process may or may not result in a higher offer for the Shares held
by MWBPL being made. The Directors further note that if the sale
process does not result in a higher offer for the Shares held by
MWBPL being made, MAL will remain bound to proceed with the
Unsolicited Regus Offer. There is therefore no immediate risk that
Shareholders would lose the opportunity to accept the Unsolicited
Regus Offer by not accepting it at this time.
The Directors, who have been so advised by Nplus1 Singer, have
considered the merits of the Unsolicited Regus Offer and have
concluded that it is not in the interests of Shareholders to accept
the Unsolicited Regus Offer. In the opinion of the Directors,
having been so advised by Nplus1 Singer, the Unsolicited Regus
Offer fundamentally undervalues the Business Exchange Shares. In
providing its advice to the Directors, Nplus1 Singer has taken into
account the commercial assessments of the Directors.
Accordingly, the Directors unanimously recommend that Business
Exchange Shareholders should not accept the Unsolicited Regus Offer
at this time and should take no action in respect of their
shareholding, as the Directors intend to do at the present time in
respect of their and their connected persons' entire beneficial
holdings in Business Exchange, amounting to, in aggregate, 304,166
Business Exchange Shares, representing approximately 0.47 per cent.
of the issued ordinary share capital of Business Exchange.
Contacts
MWB Business Exchange Plc
John Spencer, Chief Executive 020 7868 7268
Andrew Blurton, Corporate Finance Director 020 7868 7321
N+1 Singer 020 7496 3000
Sandy Fraser
Baron Philips Associates 020 7920 3161
Baron Philips
Notes
Definitions included in the Response Circular shall have the
same meaning in this announcement.
The Business Exchange Directors accept responsibility for the
information contained in this announcement, except that the only
responsibility accepted by them in respect of the information
contained in this announcement relating to Regus, MAL and MWBPL,
which has been compiled from published sources, is to ensure that
such information has been correctly and fairly reproduced and
presented. To the best of the knowledge and belief of the Business
Exchange Directors (who have taken all reasonable care to ensure
that such is the case) the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for Business Exchange and for no one else in connection
with the matters described in this announcement and is not advising
any other person and accordingly will not be responsible to anyone
other than Business Exchange for providing the protections afforded
to clients of Nplus1 Singer Advisory LLP nor for providing advice
in relation to the matters described in this announcement.
Forward looking statements
This announcement contains statements that are, or may be,
forward-looking statements. All statements other than statements of
historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include words such as "target",
"plan", "believe", "expect", "aim", "intend", "will", "should",
"could", "would", "may", "consider", "anticipate", "estimate",
"synergy", "cost saving", "project", "goal" or "strategy" or words
or terms of similar substance or the negative of such words are
forward-looking statements. Forward-looking statements include
statements relating to the following: future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, losses, profits and future
prospects of the Company and/or the Business Exchange Group.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
Business Exchange. Such forward-looking statements involve known
and unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Should
one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this document. Business Exchange
assumes no obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this
announcement.
All subsequent oral or written forward-looking statements
attributable to Business Exchange or any of its members, directors,
officers or employees or any persons acting on their behalf, are
expressly qualified in their entirety by the cautionary statement
above. Business Exchange and the directors disclaim any obligation
to update any forward looking or other statements contained herein,
except as required by applicable law. All forward-looking
statements included in this document are based on information
available to Business Exchange on the date of this document and are
made only as of the date of this document.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code (the
"Code"), if any person is, or becomes, "interested" (directly or
indirectly) in 1% or more of any class of "relevant securities" of
Business Exchange, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 p.m. (London time) on the
London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer
becomes, or is declared, unconditional as to acceptances, lapses or
is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Business Exchange, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of Business Exchange by Regus or by MWBPL, or
by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the
number of such securities in issue, can be found on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8, you should consult the Panel.
Documents on display
Further information for Shareholders is contained in the
Response Circular posted today, a copy of which, together with a
copy of this announcement, will be available on the website of the
Company at www.mwbex.com/more/investor-relations
This information is provided by RNS
The company news service from the London Stock Exchange
END
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