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RNS Number : 0443Y
MWB Business Exchange Plc
15 February 2013
Not for release, publication or distribution (in whole or in
part) in, into or from any Restricted Jurisdiction. The release,
publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
such jurisdictions. To the fullest extent permitted by law, the
Company disclaims any responsibility or liability for the violation
of such restrictions by any person.
15 February 2013, London
MWB Business Exchange Plc
(the "Company" or "Business Exchange")
Statement in response to cash offer for MWB Business Exchange
Plc by Gallant Victor Holdings Limited (a wholly owned subsidiary
of Pyrrho Investments Limited)
The Board notes today's statement by Pyrrho Investments Limited
announcing the terms of a cash offer by Gallant Victor Holdings
Limited, a wholly owned subsidiary of Pyrrho, for the entire issued
and to be issued share capital of Business Exchange not already
owned by Pyrrho or its associates. Pyrrho holds 16.7 per cent. of
the Business Exchange Shares. Under the terms of the Pyrrho Offer,
Business Exchange shareholders would receive 100 pence per ordinary
share of 0.1 pence each in the capital of Business Exchange. The
Pyrrho Offer Price values the entire existing issued share capital
of Business Exchange at approximately GBP65.0 million.
The Board welcomes this development as it will mean that
Business Exchange Shareholders will receive significantly greater
value for their Business Exchange Shares than under the Unsolicited
Regus Offer.
As noted in GVHL's announcement, pursuant to the irrevocable
undertaking given previously to MAL in connection with the
Unsolicited Regus Offer (the "Regus Irrevocable Undertaking"),
MWBPL has irrevocably undertaken to MAL that if: (i) there is a
Higher Offer for MWBPL's shareholding in Business Exchange during
the Marketing Period; and (ii) Regus does not make a Revised Offer
prior to 00.01 (London-time) on the fourth Business Day following
the expiry of the Marketing Period, which is at least GBP500,000
more than the amount payable to MWBPL pursuant to the highest offer
made during the Marketing Period, MWBPL will accept that highest
offer in respect of its entire legal and beneficial holding in
Business Exchange, totalling 48,863,129 Business Exchange Shares
and representing approximately 75.22 per cent. of Business
Exchange's issued share capital.
The Board has received confirmation that the Pyrrho Offer
qualifies as a Relevant Higher Offer under the terms of the Regus
Irrevocable Undertaking and, as a result, MAL has the right, but
not the obligation, to make a Revised Offer prior to 00.01
(London-time) on 20 February 2013.
In the meantime, the Directors unanimously recommend that
Business Exchange Shareholders should await further developments
and not accept the Unsolicited Regus Offer at this time.
Accordingly, Business Exchange Shareholders should take no action
in respect of their shareholdings, as the Directors intend to do in
respect of their and their connected persons' entire beneficial
holdings in Business Exchange, amounting to, in aggregate, 304,166
Business Exchange Shares, representing approximately 0.47 per cent.
of the issued ordinary share capital of Business Exchange.
The Board also notes that the announcement made by Pyrrho
earlier today makes reference to the legal proceedings brought by
Pyrrho against MWBPL and the Company.
As set out in the Company's circular to Business Exchange
Shareholders published on 31 January 2013, on 29 January 2013, the
Company received a letter from solicitors acting for Pyrrho. In the
letter, Pyrrho threatened to issue a petition under section 994 of
the Companies Act 2006 alleging unfair prejudice. Pyrrho issued a
petition on 11 February 2013, and served that petition on the
Company on 13 February 2013. The parties to the proceedings have
been instructed by the Court to attend a directions hearing on 13
May 2013.
The allegations made by Pyrrho relate to loans made by the
Company to various subsidiaries of MWB between 2009 and 2012 (of
which approximately GBP8.3 million remains outstanding from those
subsidiaries to the Company at the date of this document) and the
arrangements between the Company and MWB described in paragraph
4.5(a) of part 3 of the Company's circular to Business Exchange
Shareholders published on 31 January 2013. Pyrrho asserts that
these loans and arrangements were not made in the interests of the
Company, and infers that they were made with a view to preferring
the interests of MWBPL and/or MWB to those of the Company. Pyrrho
alleges that the current and/or former directors of the Company who
caused or allowed these loans and arrangements to be entered into
breached their duties as directors of the Company and that its
interest was unfairly prejudiced as a result of these loans and
arrangements.
A number of possible orders may be sought in section 994
proceedings and the court is empowered to make such an order as it
thinks fit for giving relief in respect of the matters complained
of, as set out in section 996 of the Companies Act 2006. Section
996 sets out the following examples of the orders that may be
given:
(a) an order to regulate the conduct of the Company's affairs in the future;
(b) an order to require the Company:
(i) to refrain from doing or continuing an act complained of; or
(ii) to do an act that the petitioner has complained it had omitted to do;
(c) an order to authorise civil proceedings to be brought in the
name and on behalf of the Company by such person or persons and on
such terms as the court may direct;
(d) an order to require the Company not to make any, or any
specified, alterations in its articles of association without the
leave of the court; and/or
(e) an order to provide for the purchase of the shares of any
member of the Company by other members or by the Company itself
and, in the case of a purchase by the Company itself, the reduction
of the Company's capital accordingly.
The petition issued on 11 February 2013 seeks:
(a) an order that MWBPL purchase Pyrrho's Shares at a fair value
to be determined; alternatively
(b) an order requiring a payment to be made by MWBPL to
compensate Pyrrho (on two alternative bases of calculation) for the
alleged diminution in the value of Pyrrho's Shares; further or
alternatively
(c) an order that Pyrrho be authorised to bring proceedings on
behalf of the Company against the former and/or current directors
of the Company responsible for the conduct complained of; and
(d) unspecified further or other relief.
Due to the inherent uncertainty of this matter and the dispute
resolution process, there can be no assurance as to the outcome of
the proceedings being brought by Pyrrho. However, on the basis of
the information currently available, having taken appropriate
advice and recognising that this is a recent development, the
Directors do not currently believe that these proceedings, as they
are currently framed, will have a material adverse effect on the
Company's financial condition.
Contacts
MWB Business Exchange Plc
John Spencer, Chief Executive 020 7868 7268
Andrew Blurton, Corporate Finance Director 020 7868 7321
Nplus1 Singer Advisory LLP
Sandy Fraser 020 7496 3000
Baron Philips Associates
Baron Philips 020 7920 3161
Definitions
Terms used but not defined in this announcement shall have the
following meanings:
"Board" the board of directors of Business
Exchange
"Business Day" a day, (other than a Saturday, Sunday,
public or bank holiday) on which banks
are generally open for business in
London (other than solely for trading
and settlement in euro)
"Business Exchange" or the MWB Business Exchange Plc, a company
"Company" incorporated in England and Wales
with registered number 5628635
"Business Exchange Group" Business Exchange and its subsidiaries
and subsidiary undertakings within
the meaning of sections 1159 and 1162
of the Companies Act 2006
"Business Exchange Shareholders" the holders of Business Exchange Shares
"Business Exchange Shares" ordinary shares of 0.1 pence each
in the capital of Business Exchange
"Directors" the directors of Business Exchange
at today's date
"FSA" the UK Financial Services Authority
"GVHL" Gallant Victor Holdings Limited
"Higher Offer" any offer or combination of connected
or unconnected offers for any Business
Exchange Shares which is/are communicated
to MWBPL (or to MWBPL's representatives
or the Joint Administrators) prior
to the end of the Marketing Period
and which:
(a) offer(s) consideration payable
wholly in cash;
(b) offer(s) (either alone or, in
the case of an offer for less than
all of the Business Exchange Shares,
when combined with other offers selected,
subject to the remainder of this definition,
at MWBPL's sole discretion) aggregate
consideration of an amount sufficient
to ensure that the amount of such
consideration payable to MWBPL will
be at least GBP500,000 more than the
amount payable to MWBPL pursuant to
the Unsolicited Regus Offer or a Scheme;
(c) in the case of any offer which
is to be implemented by a transaction
which is regulated by the Takeover
Code:
(i) is announced pursuant to Rule
2.7 of the Takeover Code prior to
the end of the Marketing Period; and
(ii) is open for acceptance by MWBPL
for a period which expires no earlier
than 14 days after expiry of the Marketing
Period;
(d) in the case of any offer which
is to be implemented by a transaction
which is not regulated by the Takeover
Code MWBPL consider, together with
the Joint Administrators, in each
case acting reasonably, that the relevant
offeror(s) have access to sufficient
cash resources to settle the offer
consideration in full within five
Business Days of the completion of
that offer; and
(e) is unconditional, save for:
(i) in the case of an offer which
is to be implemented by a transaction
which is regulated by the Takeover
Code, an acceptance condition which
can be satisfied by the acceptance
of the offer by MWBPL alone; and/or
(ii) in the case of any offer, any
other condition where either: (1)
MWBPL considers, together with the
Joint Administrators, in each case
acting reasonably, is reasonably certain
to be satisfied; or (2) MWBPL has
been provided with contractual commitments,
the fulfilment of which would satisfy
any such condition,
and, for the avoidance of doubt, and
without prejudice to the generality
of the foregoing, such offer or offers
may be made or structured by way of
contractual offer, takeover offer,
Scheme, undertaking to purchase pursuant
to a bookbuild placing or other legally
binding or market recognised commitment
or undertaking to acquire shares
"Joint Administrators" Neville Kahn and Philip Bowers, both
of Deloitte LLP, whose registered
office is at Hill House, 1 Little
New Street, London EC4A 3TR (registered
in England and Wales No. 06487877),
appointed as administrators to MWB
Group Holdings PLC (in administration)
on 16 November 2012 and MWB Serviced
Office Holdings Limited (in administration)
on 10 December 2012 and acting as
joint agents and without personal
liability
"MAL" Marley Acquisitions Limited
"Marketing Period" the period of eight weeks ended at
23.59 (London-time) on 14 February
2013
"MWB" MWB Group Holdings Plc (in administration),
incorporated in England and Wales
with registered number 6487877;
"MWBPL" MWB Property Limited, incorporated
in England and Wales with registered
number 3125437
"Panel" the Panel on Takeovers and Mergers
"Pyrrho" Pyrrho Investments Limited, a company
incorporated in the British Virgin
Islands with registered number 1501014
whose registered office is at P.O.
Box 957, Offshore Incorporation Centre,
Road Town, Tortola, British Virgin
Islands
"Pyrrho Offer" the cash offer to be made by GVHL
to acquire all of the issued and to
be issued ordinary share capital of
Business Exchange not already owned
by Pyrrho or its associates on the
terms and subject to the condition
to be set out in the Offer Document
and at Appendix 1 to this announcement
and, in the case of Business Exchange
Shareholders holding Business Exchange
Shares in certificated form, in the
Form of Acceptance, including where
the context permits or requires, any
subsequent revision, variation extension
or renewal thereof
"Pyrrho Offer Price" the consideration payable per BX Share
in connection with the Offer
"Regus" Marley Acquisitions Limited and Regus
plc
"Relevant Higher Offer" the highest Higher Offer
"Restricted Jurisdiction" the United States, Canada, Japan,
Australia or any jurisdiction where
local laws or regulations may result
in a significant risk of civil, regulatory
or criminal exposure if information
concerning the Offer is sent or made
available to Business Exchange Shareholders
in that jurisdiction
"Revised Offer" is a revised offer announced by Regus
pursuant to the Code after the expiry
of the Marketing Period but prior
to the Revision Closing Time on the
same terms and condition as the Regus
Offer, save that the cash consideration
is increased such that the amount
of consideration payable to MWBPL
in respect of its shares in Business
Exchange shall be at least GBP500,000
more than the amount payable to MWBPL
pursuant to the Higher Offer with
the highest aggregate consideration
"Revision Closing Time" 00.01 (London-time) on the fourth
Business Day following the expiry
of the Marketing Period
"Scheme" a court sanctioned scheme of arrangement
in accordance with Part 26 of the
Companies Act 2006, as amended
"Takeover Code" the City Code on Takeovers and Mergers
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"Unsolicited Regus Offer" the unsolicited cash offer made by
MAL on 17 January 2013 to acquire
all of the issued and to be issued
ordinary share capital of Business
Exchange
"US" or "United States" the United States of America, its
territories and possessions, any state
of the United States of America and
the District of Columbia
Notes
Nothing in this announcement shall constitute an offer to sell
or the solicitation of an offer to buy securities in any
jurisdiction.
The Directors each accept responsibility for the information
contained in this announcement, except that the only responsibility
accepted by them in respect of the information contained in this
announcement relating to Regus, GVHL and Pyrrho, which has been
compiled from published sources, is to ensure that such information
has been correctly and fairly reproduced and presented. Subject as
aforesaid, to the best of the knowledge and belief of each of the
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement for
which they accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FSA, is acting exclusively for Business
Exchange and no one else in connection with the Regus Offer and the
Pyrrho Offer and will not be responsible to anyone other than
Business Exchange for providing the protections afforded to clients
of N+1 Singer or for providing advice in relation to the Regus
Offer, the Pyrrho Offer or this announcement or any other matters
referred to in this announcement.
Forward looking statements
This announcement contains statements that are, or may be,
forward-looking statements. All statements other than statements of
historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include words such as "target",
"plan", "believe", "expect", "aim", "intend", "will", "should",
"could", "would", "may", "consider", "anticipate", "estimate",
"synergy", "cost saving", "project", "goal" or "strategy" or words
or terms of similar substance or the negative of such words are
forward-looking statements. Forward-looking statements include
statements relating to the following: future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, losses, profits and future
prospects of the Company and/or the Business Exchange Group.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
Business Exchange. Such forward-looking statements involve known
and unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Should
one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement. Business
Exchange assumes no obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this
announcement.
All subsequent oral or written forward-looking statements
attributable to Business Exchange or any of its members, directors,
officers or employees or any persons acting on their behalf, are
expressly qualified in their entirety by the cautionary statement
above. Business Exchange and the directors disclaim any obligation
to update any forward looking or other statements contained herein,
except as required by applicable law. All forward-looking
statements included in this announcement are based on information
available to Business Exchange on the date of this announcement and
are made only as of the date of this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code (the
"Code"), if any person is, or becomes, "interested" (directly or
indirectly) in 1% or more of any class of "relevant securities" of
Business Exchange, all "dealings" in any "relevant securities" of
that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 p.m. (London time) on the
London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer
becomes, or is declared, unconditional as to acceptances, lapses or
is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Business Exchange, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of Business Exchange by Regus or by MWBPL, or
by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the
number of such securities in issue, can be found on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8, you should consult the Panel.
Documents on display
A copy of this announcement will be available at the website of
the Company at www.mwbex.com/more/investor-relations
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCNKPDDOBKDKBD
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