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RNS Number : 2419I
Regus PLC
10 June 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
10 June 2011
REGUS PLC (SOCIETE ANONYME) ("Regus")
REGUS REAFFIRMS ITS OFFER VALUING MWB BUSINESS EXCHANGE PLC
("MBE") AT GBP60M, SUBJECT ONLY TO CONFIRMATORY DUE DILIGENCE
This is an announcement falling under Rule 2.4 of the Takeover
Code (the "Code"). It does not represent a firm intention to make
an offer under Rule 2.5 of the Code. Accordingly, there can be no
certainty that any offer will ultimately be made.
-- Regus reaffirms commitment to and seriousness of its all-cash
offer for MBE
-- Regus continues to believe that its offer is far superior to
that of MWB
-- Regus is disappointed that the Independent Committee and the
MWB board and their advisers continue to refuse to engage with
Regus contrary to their recent misleading announcements
-- Regus is now improving its offer by dropping all previously
announced reservations, subject to confirmatory due diligence
Regus has noted the announcements made by MWB Group Holdings plc
("MWB") on 8 June 2011 and MBE's Independent Committee on 9 June
2011 and can confirm that it remains committed to its offer for all
of the issued share capital of MBE for cash consideration of 92.36
pence per MBE share (the "Offer" or "Regus's Offer"). Regus can
confirm that neither the Independent Committee nor the MWB board
nor their respective advisers have engaged in any meaningful way
with Regus to discuss the Offer.
Value and seriousness of Regus's Offer
Regus's all-cash Offer of 92.36 pence per MBE share represents a
70.6 per cent. premium to the offer made by MWB on 28 April 2011
("MWB's Offer"). Regus reiterates that its all-cash Offer for MBE
is serious. In contrast, Regus notes that MWB's Offer is not only
significantly inferior to Regus's Offer, but also that in the
scheme documentation relating to MWB's Offer it has been disclosed
that the MWB group's funding with Lloyds Banking Group is still
conditional. As Regus has previously noted, the MWB group's net
debt for the period to 31 December 2010 stood at GBP301.7 million
(as disclosed by MWB in its Interim Statement dated 28 April
2011).
Engagement with MBE
As announced by MBE, Regus can confirm that Mark Dixon did meet
with two members of the Independent Committee, Malcolm Murray and
Rick Aspland-Robinson, on 11 May 2011. However, what was not
disclosed by neither the Independent Committee nor MWB in their
respective announcements was that this sole meeting lasted less
than 5 minutes allowing Malcolm Murray and Rick Aspland-Robinson to
tell Mark Dixon that MWB would not accept Regus's Offer and that
they would not engage with Regus.
Regus therefore asserts that despite the misleading
announcements made by MWB and the Independent Committee, both
parties and their respective advisers have refused to engage in any
serious fashion at all.
Conditionality of Regus's Offer
Regus can confirm that its Offer is pre-conditional only on a
recommendation from the Independent Committee and limited
confirmatory due diligence. As previously stated, Regus would
obviously also require the support of MWB given its shareholding in
MBE.
As mentioned in the Independent Committee's announcement on 9
June 2011, Regus has had access to diligence information made
available by MBE and as a result of that due diligence work was
able to present its Offer to MBE. However, as a result of the
introduction of additional information set out in MWB's
announcement on 27 May 2011 and in the scheme document posted to
MBE shareholders relating to inter-company guarantees and possible
charges which might be introduced between MWB and MBE, Regus
requires confirmatory due diligence.
Subject to this confirmatory due diligence, Regus is now
dropping all previously announced reservations to its Offer
price.
Regus has previously requested that the Independent Committee
partially release Regus from the confidentiality agreement dated 15
March 2011 so that it can better explain its Offer to the
independent shareholders of MBE. However, so far no such permission
has been forthcoming.
Commitment to the Offer
While Regus remains committed to its Offer for MBE and firmly
believes in the superiority of its Offer, Regus acknowledges that
MWB owns approximately 72% of MBE and therefore cannot succeed in
its Offer without the support of the board of MWB.
Regus will not continue to pursue a transaction which has no
chance of being completed. Regus is a global company operating in
over 90 countries and has many options for investment around the
world.
Regus notes the open letter from MWB's and MBE's largest
shareholder expressing its deep concern with decisions made by the
Board of MBE.
Regus would ask the Independent Committee and MWB to properly
engage with it to allow Regus to formally make its superior Offer
to MBE shareholders.*
*Notes:
As announced on 7 June 2011, Regus will announce that it will
not be making an offer under Rule 2.8 of the Takeover Code (the
'Code') if the Independent Committee or the MWB board do not enter
into discussions with Regus by 17.00 (BST) on Monday 13 June 2011
and, because the meetings have already been called, neither the
Independent Committee nor MWB or MBE have confirmed publicly that
they will be seeking an adjournment of the shareholder meetings
required to implement MWB's Offer.
Enquiries:
Investec Investment Banking (Financial adviser Tel: +44 20 7597
& broker to Regus) 5970
David Currie
Charles Batten
James Rudd
Brunswick Tel: +44 20 7404
5959
Simon Sporborg
Wendel Verbeek
Investec Investment Banking (which is authorised and regulated
in the United Kingdom by the Financial Services Authority) is
acting exclusively for Regus and for no one else in connection with
the possible offer and will not be responsible to anyone other than
Regus for providing the protections afforded to Investec Investment
Banking clients nor for providing advice in relation to the
possible offer orany other matters referred to in this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company must make an Opening Position Disclosure following the
commencement of the offer period. An Opening Position Disclosure
must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
the offeree company. An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10(th) business day following the commencement
of the offer period. Relevant persons who deal in the relevant
securities of the offeree company prior to the deadline for making
an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of the offeree company, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company, they will be
deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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