TIDMRGU TIDMMBE
RNS Number : 9229X
Regus PLC
14 February 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTIONS
FOR IMMEDIATE RELEASE
14 February 2013
Cash Offer
for
MWB Business Exchange Plc
by
Marley Acquisitions Limited (a wholly owned subsidiary of Regus
plc (société anonyme))
Unfair prejudice petition by Pyrrho Investments Limited
On 11 February 2013, Pyrrho Investments Limited ("Pyrrho")
presented a petition under section 994 of the Companies Act 2006 in
the High Court of Justice, Chancery Division, Companies Court
naming MWB Property Limited ("MWBPL") and MWB Business Exchange Plc
("Business Exchange") as respondents (No. 962 of 2013) (the
"Petition").
On 13 February 2013, Business Exchange announced that the
directors of Business Exchange (the "BX Board") did not believe
that the Petition would have a material adverse effect on the
Company's financial condition.
Regus plc ("Regus") has seen a copy of the Petition - but none
of the underlying information - but is prevented by obligations of
confidentiality from publicly disclosing its contents. In view of
the critical stage of the Offer (summarised below) and the serious
nature of the Petition, Regus urges the BX Board to make the
contents of the Petition public and to explain fully how it can
have arrived at its belief that the Petition would not have a
material adverse effect on the Company's financial condition.
Regus has written to the BX Board asking for the underlying
information and raising a number of questions. In particular, Regus
would like to know the following:
1. Given the wide discretion of the Court in this type of
application, has the BX Board considered the extent to which the
Petition could lead to an order for Business Exchange to purchase
Pyrrho's shares in Business Exchange at a value which reflects any
unfair prejudice it has suffered?
2. To what extent could the allegations against the current
directors of Business Exchange disrupt and distract Business
Exchange's management?
3. On what basis has the BX Board concluded that the nature of
the Petition, and its allegations against MWBPL, Business Exchange
and the Directors, do not need to be more fully disclosed to all
market participants?
4. On what basis has the BX Board concluded that it does not
believe that the Petition will have a material adverse effect on
Business Exchange's financial condition?
Regus is already bound under the terms of the cash offer (the
"Offer") by its wholly-owned subsidiary Marley Acquisitions Limited
("MAL") which was announced on 20 December 2012 (the
"Announcement") to pursue the acquisition of the entire issued and
to be issued share capital of Business Exchange at an offer price
of 61.576 pence per ordinary share of 0.1 pence each in the capital
of Business Exchange. As noted in the offer document issued by MAL
on 17 January 2013 (the "Offer Document"), the Offer will remain
open for acceptance until 1.00 p.m. (London time) on 20 February
2013. The Marketing Period, during which the Joint Administrators
of MWB Group Holdings plc are able to market shares in Business
Exchange to other potential purchasers, will expire at 23.59
(London-time) today. As noted in the Announcement, Regus has also
agreed to acquire the entire issued and to be issued share capital
of MWBPL for GBP1 (subject to the Offer becoming wholly
unconditional and the fulfilment of certain other conditions,
including Panel consent).
A copy of this announcement will be available for inspection
free from charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Regus' website (at
www.regus.co.uk) during the course of the Offer.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
Rothschild (Financial Adviser to Regus) Tel: +44 (0) 20 7280
5000
Alex Midgen
Robert Waddingham
Brunswick Group LLP (Public Relations Adviser to Regus) Tel: +44 (0) 20 7404 5959
Simon Sporborg
Nick Cosgrove
Rosheeka Field
Further information:
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Increased
Offer is being made solely by the Increased Offer Document, which,
together with the Form of Acceptance, contains the full terms and
conditions of the Increased Offer, including details of how to
accept the Increased Offer. Any decision in respect of, or other
response to, the Increased Offer should be made only on the basis
of the information contained in the Increased Offer Document.
Rothschild, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for MAL and
Regus and no one else in connection with the Offer and will not be
responsible to anyone other than MAL and Regus for providing the
protections afforded to clients of Rothschild or for providing
advice in relation to the Increased Offer or any other matters
referred to in this announcement. Neither Rothschild nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild in connection with the
Increased Offer.
Overseas Shareholders
Unless otherwise determined by MAL or required by the Code and
permitted by applicable law and regulation, the Increased Offer is
not being made, directly or indirectly, in or into or by the use of
the mails of, or by any other means or instrumentality (including,
without limitation, facsimile, telex, telephone, internet or other
forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and will not be
capable of acceptance by any such use, means, instrumentality or
facility or from within any Restricted Jurisdiction. Accordingly,
unless otherwise determined by MAL or required by the Code and
permitted by applicable law and regulation, copies of any documents
relating to the Increased Offer are not being and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent, in whole or in part, in, into or from any
Restricted Jurisdiction and persons receiving such documents
(including, without limitation, custodians, nominees and trustees)
must not, directly or indirectly, mail, transmit or otherwise
forward, distribute or send them in, into or from any such
jurisdiction.
The availability of the Increased Offer to persons who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located. Persons who are
not resident in the United Kingdom should inform themselves about,
and observe, any applicable legal or regulatory requirements of
their jurisdiction. Any failure to comply with such applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction.
This document has been prepared for the purposes of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
document had been prepared in accordance with the laws and
regulations of any jurisdiction outside England.
Dealing disclosure requirements
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 (in this instance, Business Exchange) 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) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Code, any person who is, or becomes,
interested in 1% 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. 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 or a paper
offeror, 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.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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