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RNS Number : 8821J
MWB Business Exchange Plc
06 July 2011
MWB Business Exchange plc
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
06 July, 2011
MWB Business Exchange plc ("Business Exchange")
ADJOURNMENT OF COURT MEETING AND GENERAL MEETING
At the Court Meeting of Business Exchange held earlier today the
meeting was adjourned until 11.00 a.m. on 13 July 2011.
At the General Meeting of Business Exchange held earlier today
the meeting was adjourned until 11.15 a.m. on 13 July 2011 (or as
soon thereafter as the Court Meeting which has been reconvened for
11.00 a.m. on 13 July 2011 has concluded or been adjourned).
The venue of the reconvened Court Meeting and General Meeting
will be the offices of Dechert, 160 Queen Victoria Street, London
EC4V 4QQ.
In the announcement by Business Exchange on 14 June 2011, the
Independent Business Exchange Directors noted that the recommended
Acquisition by MWB Group Holdings plc ("MWB") could not succeed on
its current terms without the support of Pyrrho Investment Limited
("Pyrrho"), Pyrrho having announced its intention to vote against
the resolution to approve the MWB offer.
MWB has again asked the Independent Business Exchange Directors
for more time to consider its options.
The Chairman accordingly adjourned the Court Meeting and
proposed an adjournment of the General Meeting, which adjournment
was approved.
ENQUIRIES:
MWB Business Exchange Plc
Malcolm Murray, Independent Non-Executive Director
Keval Pankhania, Finance Director
Tel: 020 7868 7255
Brewin Dolphin Limited (Financial Adviser to Business
Exchange)
Sandy Fraser
Tel: 0845 213 2072
Baron Phillips Associates (Financial PR Adviser)
Baron Phillips
Tel: 0207 920 3161 / 07767 444 193
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 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).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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