TIDMRGU TIDMMBE
RNS Number : 2125Y
Regus PLC
19 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
19 February 2013
Increased Cash Offer
for
MWB Business Exchange Plc
by
Marley Acquisitions Limited (a wholly owned subsidiary of Regus
plc (société anonyme))
Increased Cash Offer and Posting of Increased Offer Document
The board of Regus plc ("Regus") is today pleased to announce
the terms of an increased cash offer (the "Increased 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
101.0233 pence (the "Offer Price") per ordinary share of 0.1 pence
each in the capital of Business Exchange ("BX Share"). The
Increased Offer values the entire issued share capital of Business
Exchange at approximately GBP65.625 million.
The Increased Offer represents an all-cash premium of
approximately:
-- 96.16 per cent. to the Closing Price of 51.50 pence per BX
Share on 19 December 2012 (being the last Business Day prior to the
commencement of the Offer Period);
-- 149.44 per cent. to the Closing Price of 40.50 pence per BX
Share on 15 November 2012 (being the last Business Day prior to the
issue of notice of intention to appoint administrators by MWB Group
Holdings Plc ("MWB"), the company which, through its wholly-owned
subsidiary MWB Property Limited ("MWBPL"), holds 48,863,129 BX
Shares, representing approximately 75.22 per cent. of the capital
of Business Exchange); and
-- 133.85 per cent. to the average Closing Price of 43.20 pence
per BX Share for the three-month period to 19 December 2012 (being
the last Business Day prior to the commencement of the Offer
Period).
Pursuant to the terms of the original offer document dated 17
January 2013 (the "Offer Document"), Business Exchange Shareholders
who have previously validly accepted MAL's original offer of 61.576
pence per BX Share made on 17 January 2013 (the "Original Offer")
(and who have not validly withdrawn those acceptances) will
automatically be deemed to have accepted the terms of the Increased
Offer by virtue of their prior acceptances and therefore need take
no further action. Save as set out in this announcement, the
Increased Offer is subject to the same terms and condition as the
Original Offer. The Increased Offer is a revision to the Original
Offer and shall be construed accordingly.
In accordance with Rule 32.1 of the Code, a revised offer
document (the "Increased Offer Document") containing details of the
Increased Offer has today been posted to Business Exchange
Shareholders.
Cash confirmation
Rothschild, financial adviser to MAL and Regus, is satisfied
that sufficient resources are available to MAL to satisfy in full
the cash consideration payable pursuant to the Offer.
Procedure for acceptance of the Increased Offer
The Offer is being extended and will remain open for acceptance
until 1 p.m. on 8 March 2013. Business Exchange Shareholders who
have not yet accepted the Original Offer and who wish to accept the
Increased Offer are urged to do so as soon as possible in
accordance with the procedures for acceptance set out in the
Increased Offer Document.
To accept the Increased 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 8 March 2013.
To accept the Increased 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 8 March 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.
Level of acceptances
As at 1.00 p.m. (London time) on 18 February 2013, MAL had
received valid acceptances of the Increased Offer in respect of
48,528 BX Shares (representing approximately 0.07 per cent. of the
existing issued share capital of Business Exchange), all of which
may be counted towards satisfaction of the Condition to the
Increased Offer (as set out in Part A of Appendix 1 to the Offer
Document).
Irrevocable Undertakings
The cash consideration payable to MWBPL pursuant to the
Increased Offer exceeds the cash consideration payable to MWBPL
pursuant to the highest offer made during the Marketing Period by
more than GBP500,000. Following this announcement of the Increased
Offer on the same terms as the Original Offer (save as to the
increased offer price), MWPL is obliged, pursuant to the
irrevocable undertaking received by MAL from MWBPL (the
"Irrevocable Undertaking"), to accept the Increased Offer in
respect of its entire legal and beneficial holding in Business
Exchange, totalling 48,863,129 BX Shares and representing
approximately 75.22 per cent of the existing issued share capital
of Business Exchange. The irrevocable undertaking, and MWBPL's
acceptance of the Increased Offer, will bind MWBPL even if
subsequently Pyrrho Investments Limited or any other competing
offeror were to announce an offer for Business Exchange offering an
offer price per BX Share in excess of the Offer Price. MWBPL's
acceptance of the Increased Offer will result in the Increased
Offer becoming unconditional in all respects.
Interests in BX Shares
Save as set out above, on 18 February 2013 (being the last
practicable date prior to the publication of this announcement),
neither MAL, nor any person acting in concert with MAL has any
right to subscribe for any relevant securities of Business Exchange
nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Business Exchange. For
these purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Business Exchange
and any borrowing or lending of any relevant securities of Business
Exchange which have not been on-lent or sold.
A copy of this announcement, the Offer Document, the Form of
Acceptance, the Increased Offer Document and the Irrevocable
Undertaking 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 Increased 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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