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
MWB Business Exchange Plc
Marley Acquisitions Limited (a wholly owned subsidiary of Regus plc (société anonyme))
Documents on Display
On 20 December 2012, Regus plc (“Regus”) announced the terms 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”). The full terms of, and condition to, the Offer and the procedure for acceptance were set out in the offer document issued by MAL on 17 January 2013 (the “Offer Document”).
At the time of announcement of the Offer, MAL entered into the following agreements, further details regarding which are set out in the Offer Document:
(A) a deed of undertaking with MWB Group Holdings plc relating to the provision of information to MAL in connection with the Offer (the “Deed of Undertaking”); and
(B) a share purchase agreement with MWB Serviced Office Holdings Limited (in administration) (“MWBS”) relating to the purchase by MAL and sale by MWBS of MWB Property Limited (the “Share Purchase Agreement”).
Copies of the Deed of Undertaking and the Share Purchase Agreement are now available for inspection, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Regus’ website (at www.regus.co.uk) and will remain available during the course of the Offer.
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.
Rothschild (Financial Adviser to Regus)
|Tel: +44 (0) 20 7280 5000|
Brunswick Group LLP (Public Relations Adviser to Regus)
|Tel: +44 (0) 20 7404 5959|
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.
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.