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RNS Number : 7802V
Regus PLC
17 January 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
17 January 2013
Cash Offer
for
MWB Business Exchange Plc
by
Marley Acquisitions Limited (a wholly owned subsidiary of Regus
plc (société anonyme))
Posting of Offer Document
Further to the announcement on 20 December 2012 by Regus plc
("Regus") of a cash offer (the "Offer") by its wholly-owned
subsidiary Marley Acquisitions Limited ("MAL") to acquire the
entire issued and to be issued share capital of MWB Business
Exchange Plc ("Business Exchange") at an offer price of 61.576
pence per ordinary share of 0.1 pence each in the capital of
Business Exchange ("BX Share"), Regus is pleased to announce that
the offer document (the "Offer Document") which contains, among
other things, the full terms of, and condition to, the Offer is
being posted to Business Exchange Shareholders today, together with
the Form of Acceptance (in respect of BX Shares in certificated
form). The Offer values the entire existing issued share capital of
Business Exchange at approximately GBP40 million.
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 20 February 2013.
To accept the Offer in respect of BX Shares held in certificated
form, Business Exchange Shareholders must complete the Form of
Acceptance in accordance with the instructions printed on it and
set out in the Offer Document and return it together with their
share certificate(s) or other document(s) of title to Capita
Registrars, receiving agent for the Offer, as soon as possible and,
in any event, so as to be received by Capita Registrars by no later
than 1.00 p.m. (London time) on 20 February 2013.
To accept the Offer in respect of BX Shares held in
uncertificated form (that is, in CREST), Business Exchange
Shareholders must follow the procedure for electronic acceptance
through CREST in accordance with the instructions set out in the
Offer Document so that the TTE instruction settles as soon as
possible and, in any event, by no later than 1.00 p.m. (London
time) on 20 February 2013. If Business Exchange Shareholders hold
their BX Shares as a CREST sponsored member, they should refer to
their CREST sponsor as only their CREST sponsor will be able to
send the necessary TTE instruction to Euroclear.
A copy of this announcement, the Offer Document and the Form of
Acceptance 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.com)
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 Offer is
being made solely by the Offer Document, which, together with the
Form of Acceptance, contains the full terms and conditions of the
Offer, including details of how to accept the Offer. Any decision
in respect of, or other response to, the Offer should be made only
on the basis of the information contained in the 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 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 Offer.
Overseas Shareholders
Unless otherwise determined by MAL or required by the Code and
permitted by applicable law and regulation, the 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 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 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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