Recommended Acquisition (6691F)

TIDMMWB TIDMMBE

RNS Number : 6691F

MWB Group Holdings PLC

28 April 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

28 April 2011

MWB GROUP HOLDINGS PLC

RECOMMENDED ACQUISITION

MWB BUSINESS EXCHANGE PLC

Summary

MWB Group Holdings Plc ("MWB") and MWB Business Exchange Plc ("Business Exchange") are pleased to announce that they have today agreed the terms of a recommended acquisition by MWB of all those Business Exchange Shares not already held by MWB. MWB, through its wholly owned subsidiary, MWB Property, holds 46,951,379 Business Exchange Shares, comprising 72.28 per cent. of the total number of Business Exchange Shares currently in issue. Therefore, the Acquisition relates to 18,008,533 Business Exchange Shares, comprising 27.72 per cent. of Business Exchange Shares currently in issue.

-- The Acquisition is to be effected by a Scheme of Arrangement under Part 26 of the Companies Act involving a reduction of capital, both elements of which will require the approval of Independent Business Exchange Shareholders and the Court.

-- Under the terms of the Acquisition, Business Exchange Shareholders will be entitled to receive:

 
for each Business Exchange Share:                   0. 9108 of a New MWB Unit; 
                                                    and 
 
                                                    12.7 pence in cash.

-- The consideration under the terms of the Acquisition represents a value of 50.27 pence per Business Exchange Share, based on the Closing Price of 41.25 pence per MWB Unit on 27 April 2011 (being the latest practicable date prior to the date of this announcement), representing a premium of approximately 10.48 per cent. to the Closing Price of 45.5 pence per Business Exchange Share on such date.

-- On 27 April 2011, being the latest practicable date prior to the date of this announcement, the Acquisition terms valued the existing issued share capital of Business Exchange at approximately GBP32.66 million based on an offer price of 50.27 pence per Business Exchange Share.

-- If the Scheme becomes Effective, it will result in the issue of 16,402,171 New MWB Units to Business Exchange Shareholders. These New MWB Units would represent approximately 9.1 per cent. of the enlarged issued share capital of MWB on the Effective Date, based on the number of Business Exchange Shares and MWB Units in issue as at 27 April 2011, being the latest practicable date prior to the date of this announcement.

-- The Independent Business Exchange Directors, who have been so advised by Brewin Dolphin, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Business Exchange Directors, Brewin Dolphin has taken into account the Independent Business Exchange Directors' commercial assessments of the Acquisition.

-- Richard Balfour-Lynn and Jagtar Singh are directors of and shareholders in MWB as well as directors of and shareholders in Business Exchange. In view of their potential conflicts of interest in connection with the Acquisition, a committee of the board of Business Exchange comprising the Independent Business Exchange Directors has been formed to evaluate the terms of the Acquisition. Accordingly, neither Richard Balfour-Lynn nor Jagtar Singh has taken part in the Independent Business Exchange Directors' decision to recommend that Business Exchange Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting.

-- The Independent Business Exchange Directors consider the Acquisition to be in the best interests of Business Exchange and Business Exchange Shareholders as a whole and accordingly unanimously recommend Business Exchange Shareholders to vote in favour of the Resolutions, as the Independent Business Exchange Directors (with the exception of Malcolm Murray who holds no Business Exchange Shares) have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 149,998 Business Exchange Shares representing, in aggregate, approximately 0.2 per cent. of the existing issued share capital of Business Exchange.

-- The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the forms of proxy for use in connection with those meetings, will be posted to Business Exchange Shareholders as soon as practicable.

-- Implementation of the Acquisition will be conditional upon, amongst other things, the approval of the Scheme (and the associated reduction of capital) by Independent Business Exchange Shareholders and the sanction of the Scheme by the Court (and its confirmation of the reduction of capital).

-- The Acquisition is also conditional on (i) the UKLA having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New MWB Units to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the New MWB Units will be admitted to trading on the London Stock Exchange's main market for listed securities.

Other matters

This summary should be read in conjunction with the full text of the following announcement (including the Appendices). The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 to this announcement contains the bases and sources of certain information contained in this announcement. Appendix 3 provides details of the irrevocable undertakings received by MWB. Appendix 4 contains definitions of certain terms used in this summary and this announcement.

Enquiries:

MWB Group Holdings Plc

Eric Sanderson, Non-Executive Chairman

Jagtar Singh, Finance Director

Tel: 020 7706 2121

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

Baron Phillips Associates (Financial PR Adviser)

Baron Phillips

Tel: 020 7920 3161

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 10(th) 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).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

28 April 2011

MWB GROUP HOLDINGS PLC

RECOMMENDED ACQUISITION

MWB BUSINESS EXCHANGE PLC

1. Introduction

MWB and Business Exchange are pleased to announce that they have today agreed the terms of a recommended acquisition by MWB of all those Business Exchange Shares not already held by MWB. MWB, through its wholly owned subsidiary, MWB Property, holds 46,951,379 Business Exchange Shares, comprising 72.28 per cent. of the total number of Business Exchange Shares currently in issue. Therefore, the Acquisition relates to 18,008,533 Business Exchange Shares, comprising 27.72 per cent. of Business Exchange Shares currently in issue.

It is intended that the Acquisition will be effected by a Scheme of Arrangement under Part 26 of the Companies Act involving a reduction of capital, both elements of which will require the approval of Independent Business Exchange Shareholders and the Court.

2. Summary of the Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1, Business Exchange Shareholders will be entitled to receive:

 
for each Business Exchange Share:                       0.9108 of a New MWB 
                                                        Unit; and 
 
                                                        12.7 pence in cash.

The consideration under the terms of the Acquisition represents a value of 50.27 pence per Business Exchange Share, based on the Closing Price of 41.25 pence per MWB Unit on 27 April 2011 (being the latest practicable date prior to the date of this announcement), representing a premium of approximately 10.48 per cent. to the Closing Price of 45.5 pence per Business Exchange Share on such date.

As the consideration for the Acquisition includes New MWB Units, the value of the Acquisition for Shareholders, and the relative values of the cash and share components of the consideration, may vary depending on the prevailing price of MWB Units.

On 27 April 2011, being the latest practicable date prior to the date of this announcement, the Acquisition terms valued the existing issued share capital of Business Exchange at approximately GBP32.66 million based on an offer price of 50.27 pence per Business Exchange Share (calculated as described above).

If the Scheme becomes Effective, it will result in the issue of 16,402,171 New MWB Units to Business Exchange Shareholders. These New MWB Units would represent approximately 9.1 per cent. of the enlarged issued share capital of MWB on the Effective Date, based on the number of Business Exchange Shares and MWB Units in issue as at 27 April 2011, being the latest practicable date prior to the date of this announcement.

3. Recommendation

The Independent Business Exchange Directors, who have been so advised by Brewin Dolphin, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Independent Business Exchange Directors, Brewin Dolphin has taken into account the Independent Business Exchange Directors' commercial assessments of the Acquisition.

For the purposes of Rule 13 of the AIM Rules the Independent Business Exchange Directors, having consulted with Brewin Dolphin, also consider that the terms of the Acquisition are fair and reasonable insofar as Business Exchange Shareholders are concerned.

Richard Balfour-Lynn and Jagtar Singh are directors of and shareholders in MWB as well as directors of and shareholders in Business Exchange. In view of their potential conflicts of interest in connection with the Acquisition, a committee of the board of Business Exchange comprising the Independent Business Exchange Directors has been formed to evaluate the terms of the Acquisition. Accordingly, neither Richard Balfour-Lynn nor Jagtar Singh has taken part in the Independent Business Exchange Directors' decision to recommend that Business Exchange Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting.

The Independent Business Exchange Directors consider the Acquisition to be in the best interests of Business Exchange and Business Exchange Shareholders as a whole and accordingly unanimously recommend Business Exchange Shareholders to vote in favour of the Resolutions, as the Independent Business Exchange Directors (with the exception of Malcolm Murray who holds no Business Exchange Shares) have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 149,998 Business Exchange Shares representing, in aggregate, approximately 0.2 per cent. of the existing issued share capital of Business Exchange.

4. Rationale for and reasons for recommending the Acquisition

The Independent Business Exchange Directors continue to believe that Business Exchange is the premier brand amongst serviced office providers in the UK. The Independent Business Exchange Directors also believe that recent management initiatives in the form of personnel, yield management techniques and internet strategies can only enhance the position of Business Exchange in the long term.

However, the severe economic downturn which resulted in businesses reducing budgets sharply led to a collapse in workstation rates and a dramatic decline in profitability for Business Exchange. The recovery, although it could be substantial when it arrives, has taken much longer than expected to materialise and currently remains hesitant and uncertain. The Business Exchange Second Interim Report for the period ended 31 December 2010, also published today, indicates that significant improvement may be deferred at least until 2012. This has resulted in frustration for the management of Business Exchange and Business Exchange Shareholders which has been compounded by lack of liquidity in Business Exchange Shares, and which if not rectified could undermine any recovery before it can deliver tangible results.

Business Exchange's depressed share price provides an unhelpful valuation benchmark. Having considered the potential alternative strategic options, taking into account the current state of financial markets and restricted availability of funding for leveraged transactions, the Independent Business Exchange Directors believe that the most elegant way forward at this time is for MWB to acquire the minority Business Exchange Shares. In the longer term, outright ownership of Business Exchange by MWB may facilitate a disposal of Business Exchange, thereby delivering value to all MWB stakeholders, including (through their ownership of new MWB Units) the current minority Business Exchange Shareholders.

The Independent Business Exchange Directors do not believe that either Business Exchange or the Business Exchange Shareholders are any longer obtaining any advantage in Business Exchange remaining as an independent AIM listed company. Business Exchange is a 72.28 per cent. owned subsidiary of MWB and, with a relatively small number of Business Exchange Shares held by Independent Business Exchange Shareholders, the market in Business Exchange Shares is illiquid. As a result of the Acquisition Shareholders will obtain securities in a main market listed company with a more liquid market and a more diversified investment risk.

The Independent Business Exchange Directors also believe that, without the Acquisition, Business Exchange may not be able to develop fully its long term growth drivers: sound products and service, competitive positioning, brand goodwill and management experience and quality. Hence the Independent Business Exchange Directors believe that, without the Acquisition, Business Exchange Shareholders may not be able to benefit from the underlying value of Business Exchange, whereas as a result of the Acquisition they will continue to participate in the future growth of Business Exchange, including any future value created in accordance with the Cash Distribution Programme, through the ownership of MWB Units.

Presently, Business Exchange benefits from the support of MWB Group companies, both directly in the form of access to short term working capital facilities as and when required and indirectly in the form of rental guarantees to landlords in respect of a significant number of Business Exchange business centres. This support may impact the arm's length value of Business Exchange to an independent purchaser.

The MWB Second Interim Report for the period ended 31 December 2010, also released today, states inter alia MWB's intention to reduce its debt significantly over the next twelve months and to facilitate the planned expansion of MWB's hotel brands in the UK and, in appropriate circumstances, abroad. The successful implementation of the proposals to be set out within the Scheme Document would leave current Business Exchange minority shareholders with a participation in the upside from the MWB Group.

The Independent Business Exchange Directors believe that serviced offices, particularly for SMEs, will be a growth industry over the next decade. However, the Independent Business Exchange Directors also believe that an investment in MWB through the Acquisition offers the benefits of continuing participation in this growth opportunity combined with greater diversification of risk.

5. Business Exchange, Cancellation of Dealings and Re-Registration

It is intended that the London Stock Exchange will be requested to cancel trading in Business Exchange Shares on AIM on the next Business Day following the Effective Date.

Further, it is intended that Business Exchange will be re-registered as a private limited company following the Scheme becoming Effective.

If the Acquisition is effected by way of an Offer, it is anticipated that the cancellation of trading in the Business Exchange Shares on AIM will take effect no earlier than 20 Business Days after the date on which the Offer becomes or is declared unconditional in all respects. Delisting would significantly reduce the liquidity and marketability of any Business Exchange Shares not assented to the Offer at that time.

If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, MWB intends to exercise its rights to acquire compulsorily the remaining Business Exchange Shares in respect of which the Offer has not been accepted under Chapter 3 Part 28 of the Companies Act.

6. MWB and MWB's Strategy

MWB is the parent company of Business Exchange and presently holds 46,951,379 Business Exchange Shares, comprising 72.28 per cent. of the total number of Business Exchange Shares in issue.

MWB was established in 1994 by Richard Balfour-Lynn, the Chief Executive of MWB (and also the current Non-Executive Chairman of Business Exchange), and John Harrison and Joseph Shashou, who were on the board of MWB Property, the former holding company of the MWB Group, until 1 July 2005. In 1997, these three individuals reversed the private company that they jointly owned into the listed Ex-Lands Properties Plc. Upon the reversal, Ex-Lands Properties Plc changed its name to Marylebone Warwick Balfour Group Plc. In April 2008, following completion of a scheme of arrangement which became effective on 3 April 2008, MWB Group Holdings Plc became the new holding company of the MWB Group and in June 2008 Marylebone Warwick Balfour Group Plc changed its name to MWB Property Limited. Since it was established in 1994, the MWB Group has operated and managed substantial property developments and corporate ventures. Following the sale of MWB's 68.3 per cent. interest in Liberty, the retail emporium, which completed in June 2010, MWB is now focused on its remaining two core businesses of Malmaison and Hotel du Vin, on the one hand, and Business Exchange on the other.

Since the implementation of the Cash Distribution Programme in May 2002, the MWB Board's strategy has been to mature and enhance the values of the MWB Group's businesses. Upon the businesses reaching maturity, the strategy has been to realise their value through sales and, after repayment of related debt, to return realised cash or cash equivalents to MWB Shareholders. Since May 2002, over GBP700 million of property and business sales proceeds have been generated, related bank debt has been repaid and GBP80 million in cash has been returned to MWB Shareholders. These broad strategic aims remain in place today in relation to the MWB Group's two businesses of Business Exchange and Malmaison and Hotel du Vin.

The projected end date of the Cash Distribution Programme is 31 December 2016. The MWB Board continues to envisage that, subject to favourable economic and market conditions, the MWB Group's remaining principal assets could be sold or otherwise realised by 31 December 2016.

7. Information on the MWB Group

MWB is a holding company for the MWB Group's principal activities which comprise two businesses, namely the ownership and operation of hotels (Malmaison and Hotel du Vin) and the provision of serviced office solutions (Business Exchange). These businesses are operated by their own independent boards.

Malmaison and Hotel du Vin

The MWB Group operates 26 Malmaison and Hotel du Vin branded hotels and an additional hotel which trades in its pre-acquisition format as the St Andrews Golf Hotel. It also owns one property for which it has recently obtained planning permission for development, all in the UK. The Malmaison and Hotel du Vin branded hotels have a combined total of 1,904 hotel bedrooms at the date of this announcement. The gross value of these hotel property assets included in the MWB Group balance sheet on the basis of Adopted IFRS at 31 December 2010, inclusive of fixtures and fittings, was GBP458.9 million.

Business Exchange

Business Exchange is a flexible serviced office provider, delivering serviced office solutions in the UK, which represent an alternative to conventional office space. These serviced office centres offer the advantages of convenience, flexibility and availability for SMEs, corporates and other clients. At the date of this announcement, Business Exchange operates 66 serviced office operations, providing approximately 18,300 workstations, all in the UK.

8. Information on Business Exchange

During the twelve months ended 31 December 2010, the average number of employees in the Business Exchange Group was 440.

The gross assets of Business Exchange, as disclosed in the Business Exchange Second Interim Report, were GBP83.6 million. Business Exchange's Profit Before Tax, as disclosed in the audited financial results for the year ended 31 December 2009, was GBP4.2 million (GBP6.1 million as subsequently restated (unaudited)). Business Exchange's Loss Before Tax for the six month period ended 30 June 2010 was GBP2.2 million (unaudited) and for the six month period ended 31 December 2010 was GBP2.8 million (unaudited).

Business Exchange operates from 66 locations. 42 of these are in Central and Greater London, which the board of Business Exchange considers to be one of the markets in the UK where occupier demand recovers relatively quickly after lower levels of economic activity. Business Exchange provides its clients with serviced office space that includes the provision of telephones and information technology equipment, building management and insurance, lighting, heating, cleaning, security and the use of reception and kitchen facilities. As Business Exchange is an earnings business rather than an asset owning business, none of the underlying properties owned by Business Exchange are freehold or long leasehold. Accordingly, of Business Exchange's 66 locations, 49 are properties leased to Business Exchange, with an average remaining lease length of 7.2 years, eight are operated by Business Exchange under OMAs and nine are operated under management contracts. Under OMAs and management contracts, the serviced office operations are run by Business Exchange on behalf of the respective landlords. These agreements have an average remaining duration of 4.5 years. At the time when Business Exchange's shares were admitted to trading on AIM in December 2005, Business Exchange had 51 centres. Since flotation, 39 new centres have been opened and 24 have been closed, many at the conclusion of their leases.

Business Exchange offers its serviced office solutions at the higher end of the office market under its Business Exchange Centres brand, which contributed the significant majority of Business Exchange's total revenue for the year ended 31 December 2010. The Business Exchange Centres division provides flexible office solutions to a range of businesses, which are typically front of office, customer-facing organisations, seeking prestigious locations with a strong support infrastructure. Business Exchange's mid-range City Executive Centres division provides entry level solutions, typically to cost-conscious back office, non-customer facing businesses. In addition, Business Exchange operates a partnerships division, which provides management solutions to landlords, corporate occupiers and commercial property agents.

Business Exchange's OMA and management contract businesses contributed 5.9 per cent. and 1.3 per cent. respectively of Business Exchange's total revenue for the year ended 31 December 2010.

In total, Business Exchange has approximately 18,300 workstations across its portfolio and approximately 1.2 million sq ft of flexible office accommodation, incorporating its meeting and conference rooms capability which currently offers over 250 meeting and conference rooms across the UK and generates meeting room bookings into both the Business Exchange Centres and City Executive Centres brands. Business Exchange has over 2,000 serviced office clients in its portfolio, spread across a wide range of sectors, who have an average requirement of 7.1 workstations and stay for approximately 25.5 months on average. The Business Exchange Board deliberately ensures that there is a restricted number of its clients who occupy more than 15 per cent. of the workstations at any one centre. As these clients are small in number, Business Exchange can control and manage departures efficiently, thereby reducing the material exposure of the business to a departure from a large occupier. In instances where a client occupies more than 15 per cent. of a centre, Business Exchange ensures that provision for phased departure is included in the relevant licence to further reduce its exposure to a large-scale exit.

The senior management of Business Exchange consists of the following persons:

John Spencer, BEd (Hons)

John Spencer joined the Business Exchange Group as Chief Executive of Business Exchange's principal operating businesses in April 2004. For the 11 years prior to joining Business Exchange, John worked for Chubb Plc, the last four of those as Managing Director of Chubb Fire Limited. He has been a director of the principal operating companies in the Business Exchange Group since he joined the Business Exchange Group and he has been a director of Business Exchange since its formation as the holding company of the Business Exchange Group in November 2005. He is responsible for running the Business Exchange business and for formulating and implementing the Business Exchange Board's strategy for delivering profitability and shareholder value.

Keval Pankhania, BA (Hons) FCCA MBA

Keval Pankhania joined the MWB Group as a finance executive in 1998 and transferred to Business Exchange as Finance Director in August 2003. He has been a director of the principal Business Exchange operating companies since then and has been a director of Business Exchange since its formation as the holding company of the Business Exchange Group in November 2005. He is responsible for financial and commercial management across Business Exchange, including financial statements issued by Business Exchange to Business Exchange Shareholders and debt and equity raising undertaken by Business Exchange.

9. Current trading and prospects

Both MWB and Business Exchange have today announced that their respective boards have decided to change the year end of both MWB and Business Exchange (respectively) to 30 June by way of extending the current accounting reference period from 31 December 2010 to 30 June 2011.

Further commentary on MWB's and Business Exchange's current trading and prospects is included in the MWB Second Interim Report and the Business Exchange Second Interim Report which were also published today.

10. Intentions for Business Exchange's management, employees and places of business

Following completion of the Acquisition, the existing contractual employment rights, including pension rights, of all employees and management of the Business Exchange Group will be fully safeguarded. Under MWB's full ownership, Business Exchange will continue to offer its proposition under both the Business Exchange and City Executive Centres brands and there is no current intention to change Business Exchange's places of business or redeploy the fixed assets of Business Exchange.

11. Conditionality

The Acquisition will be implemented by means of a scheme of arrangement of Business Exchange under Part 26 of the Companies Act and will be conditional upon, amongst other things, the approval of the Scheme by Independent Business Exchange Shareholders and the sanction of the Scheme by the Court.

The Acquisition is also conditional on (i) the UKLA having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New MWB Units to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the New MWB Units will be admitted to trading on the London Stock Exchange's main market for listed securities.

Appendix 1 of this announcement contains further details of the Conditions to the Acquisition.

12. Irrevocable Undertakings

The Independent Business Exchange Directors (with the exception of Malcolm Murray who holds no Business Exchange Shares), who hold, in aggregate, 149,998 Business Exchange Shares (representing in aggregate approximately 0.2 per cent. of the existing issued share capital of Business Exchange), have irrevocably undertaken to vote in favour of the Resolutions at the Court Meeting and the General Meeting. Richard Balfour-Lynn and Jagtar Singh are directors and shareholders of MWB as well as directors and Shareholders of Business Exchange. In view of their interests as directors of MWB, Richard Balfour-Lynn and Jagtar Singh are precluded from voting at the Court Meeting, and they intend not to vote at the General Meeting.

The terms of such undertakings provide that, if MWB subsequently decides to implement the Acquisition by means of an Offer instead of by way of the Scheme, the relevant Independent Business Exchange Directors will accept such Offer in respect of their Business Exchange Shares. The irrevocable undertakings cease to be binding on the relevant Shareholder upon the earlier of either of the following occurrences: (i) MWB announcing that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Scheme or Offer is announced or (ii) the Scheme lapsing and no new, revised or replacement scheme of arrangement or Offer is announced.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

13. Interests

Save in respect of the irrevocable undertakings referred to above and save as set out in the table below, as at the close of business on 27 April 2011 (being the latest practicable date prior to the date of this announcement) neither MWB, nor any of the MWB Directors, nor, so far as MWB is aware, any person acting in concert with MWB has: (i) any interest in or right to subscribe for any relevant securities of Business Exchange, nor (ii) any short positions in respect of relevant Business Exchange Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor (iii) borrowed or lent any relevant Business Exchange Shares:

 
                                       No. of    Percentage 
                                                of Business 
                            Business Exchange      Exchange 
 Name                                  Shares        Shares 
 
 Richard Balfour-Lynn(1)              577,500         0.89% 
 Jagtar Singh(1)                      162,500         0.25% 
 Andrew Blurton(2)                    257,500         0.40% 
 William Broadbent(2)                  33,086         0.05% 
 John Harrison(2)                     160,000         0.25% 
 Joseph Shashou(2)                     78,250         0.12%

(1) Director of MWB and member of the 1997 Concert Party

(2) Member of the 1997 Concert Party

MWB is, on the same date as this announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the City Code.

Business Exchange is, on the same date as this announcement, disclosing the details required to be disclosed by it under Rule 8.2(a) of the City Code.

14. Business Exchange Option Scheme and Incentive Scheme

Pursuant to the Option Scheme, options were granted in 2005, 2007 and 2008. The options granted in 2005 and 2007 have lapsed. The options granted in 2008 would only be exercisable if the earnings before interest, tax, depreciation and amortisation of Business Exchange in respect of the year ended 31 December 2010 are not less than GBP32 million. On the basis of the results for the six month period ended 31 December 2010 contained in the Business Exchange Second Interim Report, this performance condition has not been met and all the options have lapsed. Therefore the Scheme will not entitle the holders of options under the Option Scheme to exercise any options.

Pursuant to the rules of the LTIS, participants were potentially entitled to payments in the event of a sale, takeover, merger or demerger of Business Exchange by 30 June 2010 ("End Date"). Limited discussions have taken place between the Business Exchange Board and participants of the LTIS since the End Date concerning the possibility of amending the LTIS in due course in light of the expiration of the End Date. Participants of the LTIS will not be entitled to any payments under the LTIS as a result of the Acquisition.

15. Financing the Acquisition

The cash consideration payable to Business Exchange Shareholders under the terms of the Acquisition will amount to approximately GBP2.3 million and will be provided from MWB's existing cash resources.

Brewin Dolphin is satisfied that resources are available to MWB sufficient to satisfy in full the cash consideration payable to Business Exchange Shareholders under the terms of the Acquisition.

16. Scheme of Arrangement

It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement between Business Exchange and Scheme Shareholders under Part 26 of the Companies Act involving a reduction of capital. The provisions of the Scheme will be set out in full in the Scheme Document.

The purpose of the Scheme is to provide for MWB to become the holder of the entire issued and to be issued ordinary share capital of Business Exchange. This is to be achieved by:

(i) the reclassification of each Scheme Share held by Scheme Shareholders into one B share of 0.1p;

(ii) the cancellation of the resultant reclassified Scheme Shares;

(iii) the application of the reserve arising in its books of account as a result of the said cancellation in paying up in full at par the new Business Exchange Shares (in such number as shall have an aggregate nominal value equal to the aggregate nominal value of the Scheme Shares so cancelled) to be allotted and issued credited as fully paid to MWB and/or its nominee(s);

(iv) the allotment and issue by MWB to the holders of the Scheme Shares of 0.9108 of a New MWB Unit for every Scheme Share that they hold at the Scheme Record Time; and

(v) the payment by MWB to the holders of the Scheme Shares of 12.7 pence in cash for every Scheme Share that they hold at the Scheme Record Time.

Fractions of New MWB Units will not be allotted or issued to holders of Scheme Shares pursuant to the Scheme and all fractional entitlements to which holders of Scheme Shares would have become entitled will be aggregated and sold by MWB's brokers at the best price which can reasonably be obtained at the time of sale and the net proceeds of sale distributed pro rata to the Scheme Shareholders entitled thereto, save where the value (net of expenses) of such entitlement does not exceed GBP5.

Fractions of pence will not be paid to holders of Scheme Shares pursuant to the Scheme. All fractional entitlements of pence to which holders of Scheme Shares would have become entitled will be rounded down to the nearest whole number of pence.

Implementation of the Scheme will require the approval of a majority in number of Independent Business Exchange Shareholders who are present and vote either in person or by proxy at the Court Meeting and who represent 75 per cent. or more in value of all Shares held by such Independent Business Exchange Shareholders.

The Scheme requires, in addition to the sanction of the Court, the passing at the General Meeting of the Special Resolution to implement the Scheme and to approve the reduction of capital, as well as satisfaction or waiver of the other Conditions set out in Appendix 1 of this announcement. Upon the Scheme becoming Effective, it will be binding on all Business Exchange Shareholders, irrespective of whether or not they attend or vote at the Court Meeting or the General Meeting.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders.

At any time before the Scheme becomes Effective, or following the withdrawal or lapse of the Scheme, MWB may elect, subject to the consent of the Panel, to implement the Acquisition by way of an Offer in which case additional documents will be despatched to Business Exchange Shareholders.

17. Conditions to the Acquisition

The Acquisition is conditional, among other things, upon:

(i) the approval of the Scheme by a majority in number of those Independent Business Exchange Shareholders who are present and vote either in person or by proxy at the Court Meeting and who represent 75 per cent. or more in value of the Business Exchange Shares held by them;

(ii) the passing of the Special Resolution at the General Meeting;

(iii) the sanction of the Scheme and confirmation of the Capital Reduction by the Court (in either case, with or without modification, but, if with modification, subject to such modifications being acceptable to Business Exchange and MWB);

(iv) the delivery of a copy of the Scheme Court Order and of the Reduction Court Order to the Registrar of Companies; and

(v) (i) the UKLA having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New MWB Units to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the New MWB Units will be admitted to trading on the London Stock Exchange's main market for listed securities.

18. Overseas Shareholders

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Acquisition, the Scheme or Admission. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

19. General

The Acquisition will be governed by English law and will be subject to the jurisdiction of the English courts.

The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document.

The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the forms of proxy for use in connection with those meetings, will be posted to Business Exchange Shareholders as soon as practicable.

In accordance with Rule 2.10 of the Code, Business Exchange has in issue 64,959,912 ordinary shares of 0.1 pence each. The International Securities Identification Number (ISIN) for the shares is GB00B0S53N07.

In accordance with Rule 2.10 of the Code, MWB has in issue 164,038,149 units. Each unit comprises one ordinary share of 0.1p and 20 B ordinary shares of 0.01p each, such shares being transferable only in the form of a unit. The ISIN for the units is GB00B2PF7L39.

Neither Business Exchange nor MWB holds treasury shares.

Enquiries:

MWB Group Holdings Plc

Eric Sanderson, Non-Executive Chairman

Jagtar Singh, Finance Director

Tel: 020 7706 2121

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

Baron Phillips Associates (Financial PR Adviser)

Baron Phillips

Tel: 020 7920 3161

Overseas Shareholders

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

Not a profit forecast

Dealing Disclosure Requirements

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).

Appendix 1: Conditions and Further Terms of the Acquisition

Part A: Conditions to the Acquisition

1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective by not later than 31 August 2011 or such later date (if any) as MWB and Business Exchange may, with the consent of the Panel, agree and (if required) the Court may approve.

2. The Scheme will be subject to the following conditions:

2.1 its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Business Exchange at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and any separate class meeting which may be required by the Court or any adjournment thereof;

2.2 the resolutions required to approve and implement the Scheme being duly passed at the General Meeting (or any adjournment thereof); and

2.3 the sanction of the Scheme and the confirmation of the Capital Reduction by the Court (in either case with or without modification (but subject to such modification being acceptable to MWB and Business Exchange)) and office copies of the Court Orders and of a statement of capital being delivered to the Registrar of Companies.

3. The Scheme will also be conditional upon the Admission to the Official List of the New MWB Units becoming effective in accordance with the Listing Rules and the Admission of such shares to the London Stock Exchange's market for listed securities becoming effective in accordance with the LSE Admission Standards or (if MWB and Business Exchange so determine and subject to the consent of the Panel) (i) the UKLA having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New MWB Units to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to MWB or its agent (and such acknowledgement not having been withdrawn) that the New MWB Units will be admitted to trading.

4. Subject to the provisions of paragraphs 5 and 6 of this Appendix 1 and the requirements of the Panel in accordance with the City Code, the Scheme will also be conditional upon, and accordingly the necessary actions to implement the Scheme will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions:

4.1 no government or governmental, quasi governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

4.1.1 make the Acquisition or its implementation void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise directly or indirectly prohibit, or materially restrain, restrict, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require material amendment of the Acquisition;

4.1.2 require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider MWB Group or by any member of the Wider Business Exchange Group of all or any part of its businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any part thereof) or to own any of their assets or properties (or any part thereof) in either such case to an extent which is material in the context of the Business Exchange Group taken as a whole or the MWB Group taken as a whole (as the case may be);

4.1.3 except pursuant to Chapter 3 of Part 28 of the Act, require any member of the Wider MWB Group or the Wider Business Exchange Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Business Exchange Group owned by any third party (other than in the implementation of the Acquisition);

4.1.4 require, prevent or materially delay a divestiture by any member of the Wider MWB Group of any shares or other securities (or the equivalent) in any member of the Wider Business Exchange Group;

4.1.5 impose any material limitation on the ability of any member of the Wider MWB Group or any member of the Wider Business Exchange Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider MWB Group and/or the Wider Business Exchange Group which is adverse to and material in the context of the group concerned taken as a whole; or

4.1.6 otherwise affect the business, assets or profits of any member of the Wider Business Exchange Group or any member of the Wider MWB Group in a manner which is adverse to and material in the context of the Business Exchange Group taken as a whole or of the obligations of any members of MWB Group taken as a whole in connection with the Acquisition,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Business Exchange Shares or otherwise intervene having expired, lapsed, or been terminated;

4.2 all necessary or appropriate notifications, filings or applications having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition and all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control of, Business Exchange by any member of the Wider MWB Group having been obtained in terms and in a form reasonably satisfactory to MWB and Business Exchange from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Business Exchange Group or the Wider MWB Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider Business Exchange Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation would have a material adverse effect on the Business Exchange Group taken as a whole, any member of the MWB Group taken as a whole or the ability of MWB to implement the Acquisition and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

4.3 except as Disclosed prior to the date of this announcement, there being no provision of any arrangement, agreement, licence, permit, lease or other instrument to which any member of the Wider Business Exchange Group is a party or by or to which any such member or any of its assets is or may be bound or be subject which, or any event or circumstance having occurred which, under any arrangement, agreement, licence, permit, lease or other instrument to which any member of the Wider Business Exchange Group is a party or by or to which any such member or any of its assets is or may be bound or be subject, would result in, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider MWB Group of any shares or other securities in Business Exchange or because of a change in the ownership or management of any member of the Wider Business Exchange Group or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Business Exchange Group taken as a whole:

4.3.1 any monies borrowed by, or any other indebtedness, actual or contingent, of any member of the Wider Business Exchange Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

4.3.2 the rights, liabilities, obligations, interests or business of any member of the Wider Business Exchange Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Business Exchange Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

4.3.3 any member of the Wider Business Exchange Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the Business Exchange Group taken as a whole;

4.3.4 any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Business Exchange Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Business Exchange Group otherwise than in the ordinary course of business;

4.3.5 the enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Business Exchange Group; or

4.3.6 the value of, or the financial or trading position of, any member of the Wider Business Exchange Group being prejudiced or adversely affected; or

4.3.7 the value of, or the financial or trading position of, any member of the Wider Business Exchange Group being prejudiced or adversely affected.

4.4 except as Disclosed prior to the date of this announcement, no member of the Wider Business Exchange Group having since 31 December 2009:

4.4.1 other than in respect of a body corporate which was dormant and solvent at the relevant time, taken or proposed any corporate action or had any legal proceedings instituted or threatened in writing against it for its winding up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed; or

4.4.2 been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased.

4.5 except as Disclosed prior to the date of this announcement in relation to Business Exchange, since 31 December 2009:

4.5.1 there having been no adverse change in the business, assets, financial or trading position or profits or operational performance of any member of the Wider Business Exchange Group or the Wider MWB Group (as appropriate) to an extent which is material to the Business Exchange Group taken as a whole or the MWB Group taken as a whole (as appropriate);

4.5.2 no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Business Exchange Group or to which any member of the Wider Business Exchange Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Business Exchange Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Business Exchange Group which, in any such case, might reasonably be expected materially and adversely to affect the Business Exchange Group taken as a whole;

4.5.3 no contingent or other liability having arisen or become known to MWB which would or would reasonably be expected to adversely affect the business, assets, financial or trading position or of any member of the Wider Business Exchange Group to an extent which is material to the Business Exchange Group taken as a whole; and

4.5.4 no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Business Exchange Group, which is necessary for the proper carrying on of its business and which is material in the context of the Business Exchange Group taken as a whole.

4.6 except as Disclosed, MWB not having discovered:

4.6.1 that any financial, business or other information concerning the Wider Business Exchange Group publicly disclosed or disclosed to any member of the Wider MWB Group at any time by or on behalf of any member of the Wider Business Exchange Group which is material in the context of the Business Exchange Group taken as a whole is misleading to a material extent, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading to a material extent;

4.6.2 that any member of the Wider Business Exchange Group is subject to any liability, contingent or otherwise, and which is material in the context of the Business Exchange Group taken as a whole; or

4.6.3 any information which affects the import of any information disclosed to MWB at any time before the date of this announcement by or on behalf of any member of the Wider Business Exchange Group which is material in the context of the Business Exchange Group taken as a whole.

4.7 Subject to the requirements of the Panel in accordance with the City Code, MWB will have the right to invoke any of the above Conditions (save for Conditions which in each case MWB shall only be able to invoke to the extent that such Conditions relate to Business Exchange) and MWB reserves the right to waive, in whole or in part, all or any of the above Conditions, except Conditions 2 and 3.

4.8 Subject to the requirements of the Panel in accordance with the City Code, Business Exchange will have the right to invoke Condition 4.5.1 only to the extent that such Condition relates to MWB and reserves the right to waive, in whole or in part, such Condition.

Part B: Further terms of the Scheme

5. MWB reserves the right to elect to implement the Acquisition by way of a takeover offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments) of the shares to which the Acquisition relates and those required by, or deemed appropriate by, MWB under applicable law) as those which would apply to the Scheme. Further, if sufficient acceptances of such offer are received and/or sufficient Business Exchange Shares are otherwise acquired, it is the intention of MWB to apply the provisions of the Companies Act to acquire compulsorily any outstanding Business Exchange Shares to which such offer relates.

6. The Scheme will be governed by English law be subject to the jurisdiction of the English courts, and to the Conditions set out in this announcement.

References in this Appendix 1 to "Disclosed" means (i) with respect to MWB in relation to paragraph 4.5.1, fairly disclosed (with sufficient details to identify the nature and extent of the matter being disclosed) to Business Exchange or its advisers prior to the date of this announcement either by inclusion in this announcement, in the annual report and financial statements of MWB for the year ended 31 December 2009 or the half yearly financial report of MWB for the six months ended 30 June 2010 or the MWB Second Interim Report, or by the delivery of a document by or on behalf of MWB to a Regulatory Information Service, or disclosed in writing to, or agreed in writing with, Business Exchange or its advisers and (ii) in respect of Business Exchange, fairly disclosed (with sufficient details to identify the nature and extent of the matter being disclosed) to MWB or its advisers prior to the date of this announcement either by inclusion in this announcement, in the annual report and financial statements of Business Exchange for the year ended 31 December 2009 (as subsequently restated) or the half-yearly financial report of Business Exchange for the six months ended 30 June 2010 or the Business Exchange Second Interim Report, or by the delivery of a document by or on behalf of Business Exchange to a Regulatory Information Service, or disclosed in writing to, or agreed in writing with, MWB or its advisers.

Appendix 2

Further Information and Sources and Bases of Information

Bases and sources of information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

1. Financial information relating to MWB has been extracted or provided (without material adjustment) from the audited annual report and accounts for MWB for the year ended 31 December 2009 and/or the unaudited interim results for the six months ended 30 June 2010 and/or the MWB Second Interim Report.

2. Financial information relating to Business Exchange has been extracted or provided (without material adjustment) from the audited annual report and accounts for Business Exchange for the year ended 31 December 2009 (as subsequently restated) and/or the unaudited interim results for the six months ended 30 June 2010 and/or the Business Exchange Second Interim Report.

3. The terms of the Acquisition value the entire issued ordinary share capital of Business Exchange at GBP32.66 million, based on (i) the Closing Price of 41.25 pence per MWB Unit on 27 April 2011, being the last practicable date prior to this announcement, and (ii) 64,959,912 Business Exchange Shares being in issue as at 27 April 2011.

4. The percentage of shares expected to be held by Business Exchange Shareholders in the MWB Group is based on 16,402,171 New MWB Units being issued pursuant to the Acquisition and 164,038,149 MWB Units currently in issue as at 27 April 2011.

5. The number of New MWB Units to be issued pursuant to the Acquisition is based on 18,008,533 Scheme Shares in issue as at 27 April 2011.

Appendix 3

Details of Irrevocable Undertakings

The following Independent Business Exchange Directors have given irrevocable undertakings to vote (or procure the vote) in favour of the Resolutions at the Court Meeting and the General Meeting in respect of their beneficial holdings of Business Exchange Shares:-

 
 Independent Business 
  Exchange                Number of Business   Percentage of existing 
  Directors                Exchange Shares      issued share capital 
-----------------------  -------------------  ----------------------- 
 John Spencer               46,666             0.07% 
-----------------------  -------------------  ----------------------- 
 Rick Aspland-Robinson      41,666             0.06% 
-----------------------  -------------------  ----------------------- 
 Keval Pankhania            61,666             0.09% 
-----------------------  -------------------  ----------------------- 
 Total                      149,998            0.22% 
-----------------------  -------------------  -----------------------

Appendix 4

Definitions

The following definitions apply throughout this announcement unless the context otherwise requires:

 
 1997 Concert Party                      R.G. Balfour-Lynn, A.F. Blurton, J. 
                                         Singh, M.A. Bibring, W. Broadbent, 
                                         J.W. Harrison, J.S. Shashou, (and 
                                         persons associated with any of them), 
                                         the Trustee of the LTIP and the 
                                         Trustee of the 2009 EBT, all of whom 
                                         are deemed by the Panel for the 
                                         purposes of the City Code to be 
                                         acting in concert 
 Acquisition                             the acquisition by MWB pursuant to 
                                         the Scheme of the entire issued and 
                                         to be issued share capital of 
                                         Business Exchange other than the 
                                         72.28 per cent. interest in the 
                                         issued share capital of Business 
                                         Exchange already held by the MWB 
                                         Group at the date of this 
                                         announcement 
 Admission                               the admission of the New MWB Units to 
                                         the Official List and to trading on 
                                         the London Stock Exchange becoming 
                                         effective 
 Adopted IFRS                            the International Financial Reporting 
                                         Standards as adopted by the European 
                                         Union which are required to be 
                                         applied in the consolidated financial 
                                         statements of listed companies 
 AIM                                     the AIM market operated by the London 
                                         Stock Exchange 
 AIM Rules                               the AIM Rules for Companies published 
                                         by the London Stock Exchange 
 Authorisations                          authorisations, orders, grants, 
                                         recognitions, confirmations, 
                                         consents, licences, clearances, 
                                         certificates, permissions or 
                                         approvals 
 Business Exchange or the Company        MWB Business Exchange plc, a company 
                                         incorporated in England and Wales 
                                         with registered number 05628635 
 Business Exchange Board or Business     the board of directors of Business 
 Exchange Directors                      Exchange 
 Business Exchange Centres               MWB Business Exchange Centres 
                                         Limited, a wholly owned subsidiary of 
                                         Business Exchange 
 Business Exchange Group                 Business Exchange and each of its 
                                         subsidiaries and subsidiary 
                                         undertakings from time to time 
 Business Exchange Second Interim        the unaudited second interim report 
 Report                                  and accounts of Business Exchange for 
                                         the six months ended 31 December 
                                         2010 
 Business Exchange Shareholder or        a holder of Business Exchange Shares 
 Shareholder 
 Business Exchange Shares                ordinary shares of 0.1p each in the 
                                         capital of Business Exchange 
 Brewin Dolphin                          Brewin Dolphin Limited, financial 
                                         adviser to Business Exchange 
 Business Day                            a day (other than a Saturday, Sunday, 
                                         public or bank holiday) on which 
                                         banks are generally open for business 
                                         in London 
 Capital Reduction                       the proposed reduction of capital of 
                                         Business Exchange provided for by the 
                                         Scheme 
 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 11 
                                         January 2010, pursuant to which MWB 
                                         Property and, following 
                                         implementation of a scheme of 
                                         arrangement relating to MWB Property 
                                         which became effective on 3 April 
                                         2008, MWB proposes to realise all or 
                                         substantially all of its assets in 
                                         cash or cash equivalents in order to 
                                         make distributions to MWB 
                                         Shareholders in the form of cash or 
                                         readily realisable assets 
 City Code                               the City Code on Takeovers and 
                                         Mergers 
 Closing Price                           the closing middle market price of a 
                                         relevant share 
 Companies Act or Act                    the Companies Act 2006 
 Conditions                              the conditions to the implementation 
                                         of the Acquisition and the Scheme, 
                                         which are set out set out in Appendix 
                                         1 of this announcement 
 Court                                   the High Court of Justice in England 
                                         and Wales 
 Court Meeting                           the meeting of the holders of 
                                         Business Exchange Shares (other than 
                                         Excluded Shares) to be convened by 
                                         the Court to convened by the Court to 
                                         consider and if thought fit approve 
                                         the Scheme and any adjournment 
                                         thereof 
 Court Orders                            the Scheme Court Order and the 
                                         Reduction Court Order 
 Disclosure and Transparency Rules       the disclosure and transparency rules 
                                         made by the FSA under section 73A of 
                                         FSMA 
 Effective                               the Scheme having become effective 
                                         pursuant to its terms 
 Effective Date                          the date on which the Acquisition 
                                         becomes Effective 
 Excluded Shares                         any Business Exchange Shares of which 
                                         any member of the MWB Group 
                                         (excluding the Business Exchange 
                                         Group) or any director of MWB or any 
                                         member of the 1997 Concert Party is 
                                         the holder or in which any member of 
                                         the MWB Group (excluding the Business 
                                         Exchange Group) or any director of 
                                         MWB or any member of the 1997 Concert 
                                         Party is beneficially interested 
 FSA                                     the UK Financial Services Authority 
 FSMA                                    the Financial Services and Markets 
                                         Act 2000 
 General Meeting                         the general meeting of Business 
                                         Exchange Shareholders to be convened 
                                         to consider and, if thought fit, 
                                         approve the Special Resolution 
                                         required to implement the Scheme, 
                                         including any adjournment thereof 
 holder                                  includes a person entitled by 
                                         transmission 
 Independent Business Exchange           John Spencer, Keval Pankhania, Rick 
 Directors                               Aspland-Robinson and Malcolm Murray 
 Independent Business Exchange           Shareholders other than the holders 
 Shareholders                            of Excluded Shares 
 Liberty                                 Liberty Limited, the retail emporium, 
                                         in which the MWB Group had a 68.3 per 
                                         cent. interest prior to the sale of 
                                         such interest in June 2010 
 Listing Rules                           the listing rules made by the FSA 
                                         under section 73A of FSMA 
 London Stock Exchange                   London Stock Exchange plc or its 
                                         successor 
 LSE Admission Standards                 the rules issued by the London Stock 
                                         Exchange in relation to the admission 
                                         to trading of, and continuing 
                                         requirements for, securities admitted 
                                         to trading on the London Stock 
                                         Exchange's market for listed 
                                         securities 
 LTIS                                    the MWB Business Exchange Plc Long 
                                         Term Incentive Scheme which was 
                                         adopted by Business Exchange on 16 
                                         December 2005 and was amended 
                                         following approval by Business 
                                         Exchange Shareholders at the annual 
                                         general meeting of Business Exchange 
                                         on 21 May 2007 
 Malmaison and Hotel du Vin              the Malmaison and Hotel du Vin 
                                         operating businesses in which the MWB 
                                         Group has an 82.5 per cent. interest 
 MWB                                     MWB Group Holdings Plc, incorporated 
                                         in England and Wales with registered 
                                         number 6487877 
 MWB B Shares                            the B ordinary shares of 0.01p each 
                                         in the capital of MWB 
 MWB Board or MWB Directors              the board of directors of MWB 
 MWB Group                               MWB, its subsidiaries and subsidiary 
                                         undertakings (including the Business 
                                         Exchange Group) 
 MWB Ordinary Shares                     the ordinary shares of 0.1p each in 
                                         the capital of MWB 
 MWB Property                            MWB Property Limited, formerly named 
                                         Marylebone Warwick Balfour Group Plc 
                                         (company number 3125437), the holding 
                                         company of the MWB Group until 3 
                                         April 2008, and thereafter a wholly 
                                         owned subsidiary of MWB 
 MWB Shareholder                         a holder of MWB Units 
 MWB Unit                                a unit in MWB, comprising one MWB 
                                         Ordinary Share and 20 MWB B Shares, 
                                         such MWB Ordinary Share and MWB B 
                                         Shares being transferable only in the 
                                         form of a unit and not separately and 
                                         "MWB Units" shall be construed 
                                         accordingly 
 New MWB Units                           new MWB Units to be issued pursuant 
                                         to the terms of the Acquisition 
 Offer                                   a takeover offer as that term is 
                                         defined in section 974 of the Act 
 Official List                           the official list of the UKLA 
 Operating and Management Agreement or   an operating and management agreement 
 OMA                                     with a landlord or tenant of a 
                                         property under which the Business 
                                         Exchange Group operates or manages a 
                                         serviced office and shares the 
                                         operating risk of running such 
                                         serviced office with the landlord or 
                                         tenant of the property concerned 
 Option Scheme                           the MWB Business Exchange Plc 
                                         Executive Share Option Scheme 2005 
                                         which was adopted by Business 
                                         Exchange Shareholders on 8 December 
                                         2005 
 Overseas Shareholder                    a holder of Scheme Shares with a 
                                         registered address outside the United 
                                         Kingdom whom MWB reasonably believes 
                                         to be located in or a citizen, 
                                         resident or national of a 
                                         jurisdiction outside the United 
                                         Kingdom 
 Panel                                   the Panel on Takeovers and Mergers 
 pence and GBP                           the lawful currency of the UK 
 Prospectus Rules                        the prospectus rules made by the FSA 
                                         under section 73A of FSMA 
 Reduction Court Order                   the order of the Court confirming the 
                                         Capital Reduction 
 register                                the statutory register of members of 
                                         MWB or Business Exchange, as 
                                         applicable 
 Registrar of Companies                  the Registrar of Companies in England 
                                         and Wales 
 Regulatory Information Service          any information service authorised 
                                         from time to time by the FSA 
 Reorganisation Record Time              the time and date at which a copy of 
                                         the order of the Court sanctioning 
                                         the Scheme is delivered to the 
                                         Registrar of Companies 
 Resolutions                             the resolutions to be proposed at the 
                                         Court Meeting and the General 
                                         Meeting 
 Restricted Jurisdiction                 any jurisdiction where any action to 
                                         be taken or which may be taken in 
                                         relation to the Acquisition and/or 
                                         the Scheme would constitute a 
                                         violation of the relevant laws and 
                                         regulations of such jurisdiction or 
                                         would result in a requirement to 
                                         comply with any governmental or other 
                                         consent or any registration, filing 
                                         or other formality which MWB and 
                                         Business Exchange regard as unduly 
                                         onerous 
 Scheme                                  the proposed scheme of arrangement 
                                         pursuant to part 26 of the Companies 
                                         Act to implement the Acquisition with 
                                         or subject to any modification, 
                                         addition or condition approved or 
                                         imposed by the Court and agreed to by 
                                         Business Exchange and MWB 
 Scheme Court Order                      the order of the Court sanctioning 
                                         the Scheme 
 Scheme Document                         the document to be dispatched to 
                                         Business Exchange Shareholders in 
                                         relation to the Scheme comprising the 
                                         particulars required by Part 26 of 
                                         the Companies Act 
 Scheme Record Time                      6.00 p.m. on the Business Day 
                                         immediately prior to the date of the 
                                         Court hearing to confirm the 
                                         reduction of capital provided for by 
                                         the Scheme 
 Scheme Shareholders                     the holders of Scheme Shares 
 Scheme Shares                                (a) the Business Exchange Shares 
                                              in issue at the date of the 
                                              Scheme; 
                                              (b) any Business Exchange Shares 
                                              issued after the date of the 
                                              Scheme and before the Voting 
                                              Record Time; and 
                                              (c) any Business Exchange Shares 
                                              issued at or after the Voting 
                                              Record Time and before the 
                                              Reorganisation Record Time in 
                                              respect of which the original or 
                                              any subsequent holders thereof 
                                              are, or shall have agreed in 
                                              writing to be, bound by the 
                                              Scheme 
                                         in each case excluding any Business 
                                         Exchange Shares of which any member 
                                         of the MWB Group is the holder or is 
                                         beneficially interested 
 SMEs                                    small and medium-sized enterprises 
                                         with, typically, a turnover of less 
                                         than GBP6.5 million per annum, a 
                                         balance sheet total of less than 
                                         GBP3.26 million and/or fewer than 50 
                                         staff 
 Special Resolution                      the special resolution to implement 
                                         the Acquisition to be proposed at the 
                                         General Meeting 
 Trustee of the 2009 EBT                 Ogier Employee Benefit Trustee 
                                         Limited in its capacity as trustee of 
                                         the 2009 MWB Group Employee Share 
                                         Scheme through which MWB Units are or 
                                         will be held for employees or former 
                                         employees of the MWB Group 
 Trustee of the LTIP                     Ogier Employee Benefit Trustee 
                                         Limited in its capacity as trustee of 
                                         the 1997 Marylebone Warwick Balfour 
                                         Group Employee Share Scheme through 
                                         which MWB Units are held for use in 
                                         incentive schemes to be provided to 
                                         employees of the MWB Group 
 UK or United Kingdom                    the United Kingdom of Great Britain 
                                         and Northern Ireland 
 UKLA                                    the Financial Services Authority 
                                         acting in its capacity as the 
                                         competent authority for the purposes 
                                         of Part 6 of the FSMA 
 US or United States or United States    the United States of America, its 
 of America                              territories and possessions, any 
                                         State of the United States and the 
                                         District of Columbia 
 US Persons                              a US person as defined in Regulation 
                                         S under the US Securities Act 
 US Securities Act                       the US Securities Act of 1933, as 
                                         amended, and the rules and 
                                         regulations made thereunder 
 Voting Record Time                      6.00 p.m. on the day which is two 
                                         days before the date of the Court 
                                         Meeting or, if the Court Meeting is 
                                         adjourned, 6.00 p.m. on the day which 
                                         is two days before the date of such 
                                         adjourned meeting 
 Wider MWB Group                         MWB Group and associated undertakings 
                                         and any other body corporate, 
                                         partnership, joint venture or person 
                                         in which MWB and such undertakings 
                                         (aggregating their interests) have an 
                                         interest of more than 20 per cent. of 
                                         the voting or equity capital or the 
                                         equivalent, but excluding the Wider 
                                         Business Exchange Group 
 Wider Business Exchange Group           Business Exchange and associated 
                                         undertakings and any other body 
                                         corporate, partnership, joint venture 
                                         or person in which Business Exchange 
                                         and such undertakings (aggregating 
                                         their interests) have an interest of 
                                         more than 20 per cent. of the voting 
                                         or equity capital or the equivalent

Unless otherwise stated, all times referred to in this announcement are references to London time. All references to legislation in this announcement are to the legislation of the UK unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. For the purpose of this announcement, "subsidiary" and "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

This information is provided by RNS

The company news service from the London Stock Exchange

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