TIDMMWB TIDMMBE
RNS Number : 2830K
MWB Group Holdings PLC
13 July 2011
RNS Number: 6691F
MWB Group Holdings Plc
RNS Number: 6602F
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
This announcement does not constitute an announcement of a firm
intention to make an offer under Rule 2.5 of the Takeover Code and,
accordingly, there can be no certainty that any offer will be
made
13 July 2011
FOR IMMEDIATE RELEASE
LAPSE OF SCHEME OF ARRANGEMENT
ANNOUNCEMENT OF A POSSIBLE OFFER FOR MWB BUSINESS EXCHANGE PLC
UNDER RULE 2.4 OF THE TAKEOVER CODE
Lapse of scheme of arrangement
The Independent Directors have noted the statement made by
Pyrrho in its announcement dated 13 June 2011 that it intends to
vote against the resolution to approve the Original Acquisition (as
defined below) at the court convened shareholders' meeting and the
general shareholders' meeting of MWB Business Exchange plc
("Business Exchange"). Those meetings were originally due to take
place on 22 June 2011 but were adjourned and are now scheduled to
take place at 11.00 a.m. and 11.15 a.m. respectively on 13 July
2011. Based on Pyrrho's statement, the Independent Directors
consequently expect the resolution to approve the Original
Acquisition not to be passed. If this occurs the Original
Acquisition would lapse in accordance with its terms.
Possible offer
MWB Group Holdings Plc ("MWB") and the Independent Directors
announce that they are in discussions about the possibility of MWB
making a recommended offer for all of the issued and to be issued
ordinary shares of 0.1 pence each in the capital of Business
Exchange not already held by MWB ("Business Exchange Shares"), such
offer to be made either by way of a general offer or a court
approved scheme of arrangement (the "Proposed Offer").
The consideration under the Proposed Offer is:
1.75 new MWB Units and 12.7 pence in cash per Business Exchange
Share (the "Proposed Offer Price")
which (based on the Closing Price of 38.5 pence per MWB Unit on
12 July 2011) amounts to 80.1 pence per Business Exchange Share.
This values the entire existing issued ordinary share capital of
Business Exchange at approximately GBP52.0 million (based on the
Closing Price of 38.5 pence per MWB Unit on 12 July 2011).
If MWB were to make the Proposed Offer now at the Proposed Offer
Price, the Independent Directors would unanimously recommend the
offer.
The Proposed Offer Price represents a premium of:
-- 76.0% over Business Exchange's closing share price of 45.5
pence on 27 April 2011, the day preceding that on which MWB and
Business Exchange announced the agreed terms of a recommended
acquisition by MWB of Business Exchange to be effected by way of a
court approved scheme of arrangement (the "Original Acquisition")
under which certain shareholders of Business Exchange would have
been entitled to receive 0.9108 new MWB Units and 12.7 pence in
cash per Business Exchange Share (but which proposal is now
expected to lapse as described above);
-- 44.3% over Business Exchange's closing share price of 55.5
pence on 12 July 2011, the last business day preceding this
announcement; and
-- 59.3% over the aggregate Original Acquisition offer value of
50.3 pence per Business Exchange Share (based on the Closing Price
of 41.3 pence per MWB Unit on 27 April 2011).
On 28 April 2011, MWB announced that it had changed its
accounting reference date from 31 December to 30 June and that the
reason for changing the accounting reference date was that, whilst
the principal terms had been agreed for the extension of all the
MWB Group's banking facilities, which expire at the end of December
2011, the detailed facility documentation was still being
finalised. MWB also stated that the MWB Board believed that the
extension of the accounting reference date to 30 June 2011 would
enable new or revised facility documentation to be entered into
before the publication of MWB's full financial statements in
October 2011. The MWB Board also believed that shareholders would
benefit from the additional clarity of the MWB Group's financial
position once these new facilities had been finalised.
On 10 May 2011, in response to press speculation, MWB announced
that, in line with its previously stated intention to reduce its
debt levels, it was in active discussions with a number of parties
with regard to the possible sale and leaseback and/or sale of
certain of its hotel assets but that no such transactions had taken
place and that the MWB Group would provide further detail at the
appropriate time.
The Proposed Offer will require MWB to publish a prospectus.
Since the publication of a prospectus will require the inclusion of
a working capital statement, this will only be published following,
inter alia, the signing of the new or revised bank facilities
referred to above and, possibly, the entering into of the sale and
leaseback transactions also referred to above.
Irrevocable undertakings
On 12 July 2011 Pyrrho, Duart and GUSMF entered into irrevocable
undertakings to accept or (where applicable) procure the acceptance
of the Proposed Offer (when made) at the Proposed Offer Price if
the Proposed Offer proceeds by way of general offer, or, in the
event that the Proposed Offer proceeds by way of a court approved
scheme of arrangement, to vote in favour of the Proposed Offer at
the Proposed Offer Price at any relevant Court Meeting or General
Meeting in respect of all their respective holdings of Business
Exchange Shares, amounting, in aggregate, to 10,600,334 Business
Exchange Shares, representing approximately 16.3% of the entire
existing issued ordinary share capital of Business Exchange. The
irrevocable undertakings received represent 58.9% of the remaining
shares in Business Exchange not already held by MWB.
Further details of the irrevocable undertakings are set out in
Appendix B to this announcement.
Rule 2.10 of the Takeover Code
MWB announces, in accordance with Rule 2.10 of the Takeover Code
that, as at the close of business on 12 July 2011, it had in issue
164,038,149 MWB Units. Each MWB Unit comprises one ordinary share
of 0.1 pence and 20 B ordinary shares of 0.01 pence each, such
shares being transferable only in the form of a unit.
The International Securities Identification Number (ISIN)
reference number for these securities is GB00B2PF7L39.
Business Exchange announces, in accordance with Rule 2.10 of the
Takeover Code that, as at the close of business on 12 July 2011, it
had in issue 64,959,912 ordinary shares of 0.1 pence each.
The ISIN reference number for these securities is
GB00B0S53N07.
A further announcement will be made in due course.
This announcement does not constitute an announcement of a firm
intention to make an offer under Rule 2.5 of the Takeover Code and,
accordingly, there can be no certainty that any offer will be
made.
ENQUIRIES:
MWB Group Holdings Plc
Eric Sanderson, Non-Executive Chairman
Jagtar Singh, Finance Director
Tel: 020 7706 2121
Panmure Gordon (Financial Adviser and Broker to MWB)
Hugh Morgan
Tel: 020 7459 3600
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
Alexander Dewar
Tel: 0845 213 2076
Baron Phillips Associates (Financial PR Adviser)
Baron Phillips
Tel: 0207 920 3161 / 07767 444 193
Further information
In accordance with Rule 19.11 of the Takeover Code, a copy of
this announcement will be available on MWB's website
(www.mwb.co.uk) and on Business Exchange's website (www.mwbex.com)
by no later than 12 noon (London time) on 14 July 2011.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FSA, is
acting exclusively for MWB in connection with the Proposed Offer
and for no-one else and will not be responsible to anyone other
than MWB for providing the protections afforded to its clients nor
for providing any advice in relation to the Proposed Offer or the
contents of this announcement or any transaction, arrangement or
matter referred to in this announcement.
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 Proposed Offer 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 Proposed Offer 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. Any offer or
court approved scheme of arrangement will be made solely through
certain offer documentation or scheme documentation, which will
contain the full terms and conditions of the offer or scheme,
including details of how to accept in the case of an offer or vote
in the case of a court approved scheme of arrangement.
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 Takeover 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.
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 Takeover 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.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 Takeover Code applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) 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 Takeover 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 Takeover Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
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 Takeover 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 Takeover 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.
APPENDIX A
The following definitions apply throughout this announcement
unless the context requires otherwise:
Business Exchange Business Exchange and each of its
Group subsidiaries and subsidiary undertakings from
time to time
Closing Price the closing middle market price as derived
from the Daily Official List of the London
Stock Exchange
Court Meeting any meeting of the holders of ordinary shares
in the capital of Business Exchange (or, in
connection with such meeting, of any class of
them) convened by order of the Court pursuant
to Part 26 of the Companies Act 2006 to
consider and, if thought fit, to approve the
Proposed Offer to be effected by way of a
court approved scheme of arrangement
(including any adjournment of such meeting)
Duart Duart Capital Offshore LP c/o Duart Capital
Management LLC
General Meeting any meeting of the holders of ordinary
shares in the capital of Business Exchange
(or, in connection with such meeting,
or any class of them) convened by Business
Exchange to consider and, if thought fit,
to approve any resolution of the members
of Business Exchange for the purpose of
implementing any part of the Proposed
Offer to be effected by way of a court
approved scheme of arrangement (including
any adjournment of such meeting)
GUSMF Global Undervalued Securities Master Fund,
L.P. c/o Kleinheinz Capital Partners,
Inc.
Independent Directors John Spencer, Keval Pankhania, Rick
Aspland-Robinson and Malcolm Murray
MWB Board the board of directors of MWB
MWB Group MWB, its subsidiaries and subsidiary
undertakings (including the Business Exchange
Group)
MWB Unit a unit in MWB, comprising one ordinary share
of 0.1 pence and 20 B ordinary shares of 0.01
pence each 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 Proposed Offer
Pyrrho Pyrrho Investments Limited
RIS a Regulatory Information Service
Takeover Code the City Code on Takeovers and Mergers
APPENDIX B
Details of Irrevocable Undertakings
The following Business Exchange shareholders have entered into
irrevocable undertakings with, inter alia, MWB and Business
Exchange to, in the case where the Proposed Offer proceeds by way
of a general offer, accept or (where applicable) procure the
acceptance of the Proposed Offer (when made) at the Proposed Offer
Price or, in the case where the Proposed Offer proceeds by way of
court approved scheme of arrangement, vote in favour of the
Proposed Offer at the Proposed Offer Price at any relevant Court
Meeting or General Meeting in respect of all their respective
beneficial holdings of Business Exchange Shares:
Percentage of existing
Total number of Business issued ordinary share
Name Exchange Shares capital
Pyrrho 5,179,594 8.0
------------ ----------------------------- ---------------------------
Duart 2,095,870 3.2
GUSMF 3,324,870 5.1
The irrevocable undertakings shall lapse on any of the following
occurrences: (a) if the scheme (if appropriate) lapses save in the
event that prior thereto MWB has announced that it wishes to
proceed with the Proposed Offer by way of general offer; or (b) if
the scheme is not approved by the requisite majorities at any
relevant Court Meeting or General Meeting or if the scheme is not
sanctioned by the Court at the relevant Court hearing, save in the
event that prior thereto MWB has announced that it wishes to
proceed with the Proposed Offer by way of general offer; or (c) on
the withdrawal or lapsing of the offer (if appropriate); or (d) if
an announcement by MWB pursuant to Rule 2.5 of the Takeover Code of
a firm intention to make an offer at the Proposed Offer Price, the
making of which is not subject to any pre-conditions, is not made
within 30 days of the date of the undertaking. The irrevocable
undertakings shall cease if, prior to the earlier of (a) the time
at which there is no entitlement to withdraw the relevant
acceptance of the offer, in accordance with the Takeover Code; and
(b) 48 hours prior to the date and time scheduled for the Court
Meeting, a third party announces through a RIS a firm intention to
make a general offer, the making of which is not subject to any
pre-conditions, pursuant to Rule 2.5 of the Takeover Code to
acquire the whole of the issued and to be issued share capital of
Business Exchange at a price per Business Exchange Share which
values Business Exchange, on a fully diluted basis of 64,959,912
Business Exchange Shares, at GBP80 million or greater.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDUUOURAKABAUR
MWB Business Exchange (LSE:MBE)
Historical Stock Chart
From May 2024 to Jun 2024
MWB Business Exchange (LSE:MBE)
Historical Stock Chart
From Jun 2023 to Jun 2024
