TIDMMBE
RNS Number : 9465X
Pyrrho Investment Limited
14 February 2013
Pyrrho Investments Limited
FOR IMMEDIATE RELEASE
Cash Offer for MWB Business Exchange Plc
14 February 2013
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdictions.
14 February 2013
Cash Offer
for
MWB Business Exchange Plc
by
Gallant Victor Holdings Limited (a wholly owned subsidiary of
Pyrrho Investments Limited)
The Board of Pyrrho Investments Limited ("Pyrrho") today
announces the terms of a cash offer by Gallant Victor Holdings
Limited ("GVHL"), a wholly owned subsidiary of Pyrrho, for the
entire issued and to be issued share capital of MWB Business
Exchange Plc ("Business Exchange" or the "Company") not already
owned by Pyrrho or its associates.
Summary
-- GVHL is making a cash offer, on the terms and condition set
out in this announcement and in the Offer Document, when issued,
for the entire issued and to be issued share capital of Business
Exchange not already owned by Pyrrho or its associates (the
"Offer").
-- Under the terms of the Offer, Business Exchange Shareholders
will receive 100 pence per ordinary share of 0.1 pence each in the
capital of Business Exchange ("BX Share").
-- The Offer Price represents:
o a value for the entire existing issued and to be issued share capital of Business Exchange of approximately GBP65.0 million;
o an all-cash premium of 62.40 per cent. to the offer price of
61.576 pence per BX Share announced by Marley Acquisitions Limited
("MAL"), a wholly owned subsidiary of Regus plc (MAL and Regus plc
together being "Regus"), on 20 December 2012 (the "Regus
Offer");
o an all-cash premium of 94.17 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 announcement of the Regus Offer);
o an all-cash premium of approximately 146.91 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 a notice of
intention to appoint administrators by MWB Group Holdings Plc
("MWB"), the company which, through its indirect 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
o an all-cash premium of 131.50 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
announcement of the Regus Offer).
-- GVHL considers that Business Exchange is an attractive
business with a strong management team and motivated employees, and
that the Regus Offer significantly undervalues the Company.
-- GVHL is also concerned that a combination of Business
Exchange with Regus could result in a substantial lessening of
competition in relation to the provision of serviced offices in
London, and a complaint has been lodged with the Office of Fair
Trading requesting it to investigate the proposed merger of
Business Exchange and Regus to determine whether the proposed
merger should be referred to the Competition Commission.
-- On 11 February 2013, Pyrrho's solicitors issued a petition
under section 994 of the Companies Act 2006 against MWBPL and the
Company alleging unfair prejudice and seeking an order that MWBPL
purchase Pyrrho's BX Shares and/or that MWBPL pay Pyrrho damages or
other equitable compensation and/or that Pyrrho be authorised to
bring proceedings in the name of the Company against certain
current and/or former directors of the Company. The petition was
served on MWBPL's and the Company's solicitors on 13 February
2013.
-- Pyrrho owns 10,846,046 BX Shares, representing 16.7 per cent.
of the issued and to be issued share capital of the Company.
-- Pursuant to the irrevocable undertaking given previously to
MAL in connection with the 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 (as defined below in this
summary) 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 BX Shares and representing
approximately 75.22 per cent. of Business Exchange's issued share
capital.
-- MWBPL, MWB and GVHL have entered into a framework agreement
(the "Framework Agreement") under which MWBPL and MWB have
irrevocably undertaken to GVHL to fulfil the obligation to MAL
described above and contained in the Regus Irrevocable Undertaking.
The Framework Agreement is subject to terms and conditions, certain
of which, if not satisfied, would result in the Framework Agreement
ceasing to be binding; further details are contained in the
following full announcement.
-- The BX Shares will be acquired pursuant to the Offer fully
paid and free from all liens, charges, equitable interests,
encumbrances and rights of pre-emption and any other interests of
any nature whatsoever and together with all rights attaching
thereto.
-- The only condition to the Offer, which is set out in full in
Appendix 1 to this announcement, is that valid acceptances have
been received (and not withdrawn) in respect of BX Shares which,
together with the BX Shares acquired or agreed unconditionally to
be acquired before or during the Offer, will result in GVHL holding
BX Shares carrying in aggregate more than 50 per cent. of the
voting rights then normally exercisable at general meetings of
Business Exchange (the "Acceptance Condition").
-- Pursuant to the Regus Irrevocable Undertaking, Neville Kahn
and Philip Bowers of Deloitte LLP (the "Joint Administrators") are
able to market MWBPL's shareholding in Business Exchange to other
potential purchasers for a period of 8 weeks which ends at 23.59
(London-time) on the date of this announcement (the "Marketing
Period"). If the Offer is the highest offer for MWBPL's
shareholding in Business Exchange at the end of such Marketing
Period, Regus has the right, but no obligation, to announce a
revised offer for MWBPL's BX Shares. If such revised offer
satisfies certain criteria, MWBPL will be obliged to accept it.
-- This summary should be read in conjunction with, and is
subject to, the following full announcement and the Appendices. The
Offer Document and Form of Acceptance will be posted to Business
Exchange Shareholders within 28 days of the date of this
announcement.
Anson Chan, director of GVHL, commented:
"We are pleased to be able to announce a fair and
properly-priced offer for Business Exchange which we view as a high
quality operator in the serviced offices business with a prominent
market presence in a world class city, London.
The substantial financial resources available to Pyrrho, its low
cost of capital and international business expertise have enabled
us to make this offer to Business Exchange shareholders which is at
a strategic premium of 62.4% over the Regus proposal. If Regus
decides to counter our bid, the much higher cost of acquisition
which Regus will have to pay may be a significant surprise to Regus
shareholders and market commentators alike.
If our offer is successful, Pyrrho intends to deploy its funding
resources and international network to develop Business Exchange
into a truly international enterprise, working with its existing
management team. We plan to become a leading provider of quality
serviced offices in world class cities in Asia, such as Hong Kong,
Shanghai and Singapore, and to improve on the business model
currently espoused by Regus."
The Offer will be subject to the Acceptance Condition and the
other terms set out in this announcement and to the full terms and
conditions which will be set out in the Offer Document when issued,
and, in the case of Business Exchange Shareholders who hold their
BX Shares in certified form, on the Form of Acceptance. Appendix 2
to the full announcement contains bases and sources of certain
information contained in this announcement. Certain terms used in
this announcement are defined in Appendix 3 to the full
announcement.
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 Pyrrho's website
(at www.pyrrhoinvest.com) no later than 12.00 noon (London-time) on
15 February 2013 and will remain available during the course of the
Offer.
Please carefully read the Offer Document, when issued, and, if
appropriate, the Form of Acceptance in its entirety before making a
decision with respect to the Offer.
Enquiries:
McQueen (Financial Adviser to Pyrrho)
Tel: +44 (0) 20 7484 8800
George Fleet
Luke Withnell
Maitland (Public Relations Adviser to Pyrrho)
Tel: +44 (0) 20 7379 5151
Neil Bennett
George Hudson
Tom Eckersley
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 will
be made solely by the Offer Document, when issued, which, together
with the Form of Acceptance, will contain 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.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Business Exchange Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been
despatched. The proposals for the Offer will be made solely through
the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any response to the proposals should be made only on the
basis of the information in the Offer Document.
Please be aware that addresses, electronic addresses and certain
other information provided by Business Exchange Shareholders,
persons with information rights and other relevant persons in
connection with the receipt of communications from Business
Exchange may be provided to GVHL during the Offer Period as
required by Section 4 of Appendix 4 to the Code.
McQueen, which is authorised and regulated in the UK by the FSA,
is acting exclusively for GVHL and Pyrrho and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than GVHL and Pyrrho for providing the
protections afforded to clients of McQueen or for providing advice
in relation to the Offer or this announcement or any other matters
referred to in this announcement. Neither McQueen 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 McQueen in connection with the
Offer.
The Offer shall be made by GVHL and neither McQueen nor any of
its affiliates are making the Offer.
Overseas Jurisdictions
Unless otherwise determined by GVHL or required by the Code and
permitted by applicable law and regulation, the Offer is not being,
and will not be 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 GVHL 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. Further details in respect to Overseas Shareholders
will be contained in the Offer Document. Any failure to comply with
such applicable requirements may constitute a violation of the
securities laws of any such jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable legal or regulatory requirements.
Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of such
jurisdictions. This announcement has been prepared for the purpose
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 announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this
announcement and/or the Offer Document and/or any related document
to any jurisdiction outside the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of such jurisdictions before taking any action.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Business Exchange and certain plans and objectives of
GVHL and Pyrrho with respect thereto. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other
words of similar meaning. These statements are based on assumptions
and assessments made by GVHL and Pyrrho in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
document could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this document. Neither GVHL nor Pyrrho
assumes any obligation to update or correct the information
contained in this document (whether as a result of new information,
future events or otherwise), except as required by applicable
law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Nothing contained herein shall be deemed to be a forecast
projection or estimate of the future financial performance of the
Pyrrho Group, the Business Exchange Group or any other person
following the implementation of the Offer or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company 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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London-time) on the 10(th) 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.
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdictions.
Cash Offer
for
MWB Business Exchange Plc
by
Gallant Victor Holdings Limited (a wholly owned subsidiary of
Pyrrho Investments Limited)
1. Introduction
The Board of Pyrrho today announces the terms of a cash offer by
GVHL for the entire issued and to be issued share capital of
Business Exchange not already owned by Pyrrho or its
associates.
2. The Offer
The Offer, which is subject to the terms and condition described
below and in the Offer Document, is being made on the following
basis:
100 pence in cash for each BX Share.
On this basis, the Offer values the entire issued and to be
issued share capital of Business Exchange at approximately GBP65.0
million.
The Offer represents:
-- an all-cash premium of 62.40 per cent. to the offer price
under the Regus Offer of 61.576 pence per BX Share;
-- an all-cash premium of 94.17 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 announcement of the Regus Offer);
-- an all-cash premium of approximately 146.91 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 a notice of
intention to appoint administrators by MWB); and
-- an all-cash premium of 131.50 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 announcement of the Regus Offer).
The Offer will extend to all BX Shares not already owned by
Pyrrho or its associates which are unconditionally allotted or
issued after the date of this announcement and before the date the
Offer closes (or such earlier date as GVHL may, in accordance with
the terms of the Offer, decide).
The BX Shares will be acquired pursuant to the Offer fully paid
and free from all liens, charges, equitable interests, encumbrances
and rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto.
3. Background to and reasons for the Offer
GVHL considers that Business Exchange is an attractive business
with a strong management team and motivated employees, and that the
Regus Offer significantly undervalues the Company.
GVHL believes that, under current management's strategy,
Business Exchange has a promising future as an independent
company.
4. Information relating to Business Exchange
Business Exchange is incorporated in England and Wales with
registered number 05628635. Its registered office is at 179 Great
Portland Street, London W1W 5LS. Business Exchange is listed on the
London Stock Exchange's AIM market.
The Business Exchange Group is a provider of flexible serviced
offices and was originally established by MWB, formerly known as
the Marylebone Warwick Balfour Group Plc, in 1996 through the
acquisition of five serviced office centres. As at 30 June 2012,
the Business Exchange Group operated 64 business centres throughout
the United Kingdom.
Business Exchange operates under the four and five star Business
Exchange and mid-market MWB Essential brands. Within these brands
the main revenue lines are serviced offices and related income,
meeting and conference rooms (which are primarily marketed under
the Meeting and Training Venues sub-brand) and corporate property
partnerships, either as operating and management agreements or as
centres managed on behalf of third parties.
For the year ended 30 June 2012, Business Exchange reported a
net loss on ordinary activities from continuing operations before
taxation of GBP14.8 million on turnover of GBP121.1 million and had
gross assets and net assets as at that date of GBP78.2 million and
GBP5.9 million respectively.
GVHL is concerned that a combination of Business Exchange with
Regus could result in a substantial lessening of competition in
relation to the provision of serviced offices in London, where
Regus and Business Exchange are major suppliers. As a result, on 5
February 2013 Pyrrho lodged a complaint with the Office of Fair
Trading requesting it to investigate the proposed merger of
Business Exchange and Regus to determine whether the proposed
merger should be referred to the Competition Commission.
On 11 February 2013, Pyrrho's solicitors issued a petition under
section 994 of the Companies Act 2006 against MWBPL and the Company
alleging unfair prejudice and seeking an order that MWBPL purchase
Pyrrho's BX Shares and/or that MWBPL pay Pyrrho damages or other
equitable compensation and/or that Pyrrho be authorised to bring
proceedings in the name of the Company against certain current
and/or former directors of the Company. The petition was served on
MWBPL's and the Company's solicitors on 13 February 2013.
The first hearing in connection with the petition is currently
scheduled to take place in the Companies Court on 13 May 2013. The
hearing scheduled for 13 May 2013 is likely to be procedural in
nature and set the timetable for the future conduct of the
proceedings leading to the Court's determination of the substantive
issues identified in the petition. The Court's consideration of the
substantive issues and, if appropriate, the Court's granting of
relief to Pyrrho is expected to take place in the months subsequent
to that hearing. Pyrrho currently has no expectation that the
substantive issues will be considered by the Court on or before 13
May 2013.
Accordingly, save with the consent of the Panel, Pyrrho shall
not invite the Court at any Court hearing during the Offer Period
to order the relief in the petition which requires MWBPL to
purchase Pyrrho's BX Shares.
5. Information relating to Pyrrho and GVHL
Pyrrho is a private, family-controlled investment company,
incorporated in the British Virgin Islands with registered number
1501014. Its registered office is at P.O. Box 957, Offshore
Incorporation Centre, Road Town, Tortola, British Virgin Islands
and its head office is at Suite 1102, Hong Kong Diamond Exchange
Building, 8-10 Duddell Street Central, Hong Kong.
GVHL is a wholly owned subsidiary of Pyrrho, incorporated in the
British Virgin Islands with registered number 1746403, having been
formed specifically for the purpose of making the Offer. Its
registered office is at P.O. Box 957, Offshore Incorporation
Centre, Road Town, Tortola, British Virgin Islands.
6. Management, employees and locations
GVHL intends to support the current management team in
continuing to deliver Business Exchange's stated model of offering
unbranded centres in prestigious locations alongside excellent
customer services. GVHL also believes that there is a significant
growth opportunity for Business Exchange, both within London and
internationally.
GVHL recognises that management has undertaken operational
initiatives to improve its financial performance. GVHL intends to
work with management to understand what further operational
improvements can be made. Until such discussions have taken place,
and decisions reached, GVHL cannot be certain what effect there
will be on the employment of the management and employees of
Business Exchange, or the location of Business Exchange's places of
business or any redeployment of Business Exchange's assets.
The names and principal functions of the key individuals within
Business Exchange are: John Spencer (Chief Executive) and Andrew
Blurton (Corporate Finance Director).
7. Financing of the Offer
The cash consideration payable to Business Exchange Shareholders
pursuant to the Offer will be financed with funds made available to
GVHL from Pyrrho's own cash resources. Pyrrho will ensure that
sufficient cash resources are available to GVHL to satisfy in full
the consideration payable pursuant to the Offer.
McQueen, financial adviser to GVHL and Pyrrho, is satisfied that
sufficient resources are available to GVHL to satisfy in full the
cash consideration payable pursuant to the Offer.
Further information on the financing of the Offer will be set
out in the Offer Document.
8. Further terms and conditions to the Offer
The Offer will be subject to the Acceptance Condition and the
further terms set out in Appendix 1. The Offer will also be subject
to the terms to be set out in the Offer Document and the Form of
Acceptance when issued.
The Offer will be governed by English law. The Offer will be
subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange and the UK Listing Authority. The bases and
sources of certain information contained in this announcement are
set out in Appendix 2. Certain terms used in this announcement are
defined in Appendix 3.
9. Opening Position Disclosure
In connection with the Offer and on the date of this
announcement, GVHL will make a public Opening Position Disclosure
setting out details of its interests or short positions in, or
rights to subscribe for, any relevant securities of Business
Exchange.
GVHL's Opening Position Disclosure will include details of any
interests or short positions in, or rights to subscribe for, any
relevant securities of Business Exchange held by all persons acting
in concert with GVHL.
Pyrrho made an Opening Position Disclosure on 9 January
2013.
10. Joint Administrators and Marketing Period
On 16 November 2012, Neville Kahn and Philip Bowers were
appointed joint administrators of MWB and on 10 December 2012,
joint administrators of MWBS. On 20 December 2012, MWB announced
the commencement of a sale process for some or all of the 75.22 per
cent. shareholding in Business Exchange held by MWBPL, in
accordance with the statutory duties of the Joint Administrators to
realise the best price reasonably obtainable for MWBPL's BX Shares.
The Joint Administrators appointed Deloitte Corporate Finance to
assist them with the sale process. The Joint Administrators
negotiated an arrangement with Regus (as documented in the Regus
Irrevocable Undertaking) allowing the Joint Administrators to
market MWBPL's shareholding in Business Exchange to other potential
purchasers, and giving potential purchasers the opportunity to make
a higher offer for MWBPL's holding in Business Exchange, during the
Marketing Period. If the Offer is the highest offer for MWBPL's
shareholding in Business Exchange at the end of the Marketing
Period, Regus has the right, but no obligation, to announce a
revised offer for MWBPL's BX Shares. If such revised offer
satisfies certain criteria, MWBPL will be obliged to accept it.
11. Framework Agreement, Irrevocable Undertaking and ancillary arrangements
For the purposes of this announcement:
"Relevant Higher Offer" means the highest Higher Offer; and
"Higher Offer" is an offer or combination of connected or
unconnected offers for any BX Shares which is/are communicated to
MWBPL (or to its representatives or the Joint Administrators) prior
to the expiry of the Marketing Period and which:
-- offer(s) consideration payable wholly in cash;
-- offer(s) sufficient aggregate consideration such that the
amount of consideration payable to MWBPL in relation to its shares
in BX shall be at least GBP500,000 more than the amount payable to
MWBPL pursuant to the Regus Offer;
-- in the case of any offer which is to be implemented by a
transaction which is regulated by the Code: (i) is announced
pursuant to Rule 2.7 of the 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;
-- in the case of any offer which is to be implemented by a
transaction which is not regulated by the Code, MWBPL and the Joint
Administrators consider, acting reasonably, that the relevant
offeror(s) have access to sufficient cash resources to settle the
offer consideration in full within 5 Business Days of the
completion of the sale pursuant to that offer; and
-- is unconditional, save for: (i) in the case of an offer which
is to be implemented by a transaction which is regulated by the
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 and the
Joint Administrators consider, acting reasonably, that such
condition is reasonably certain to be satisfied; or (2) MWBPL has
been provided with contractual commitments, the fulfilment of which
would satisfy any such condition.
For the avoidance of doubt, and without prejudice to the
generality of the foregoing, such offer(s) may be made or
structured by way of contractual offer, takeover offer, scheme of
arrangement, undertaking to purchase pursuant to a bookbuilt
placing or other legally binding or market recognised commitment or
undertaking to acquire shares.
"Revised Offer" is a revised offer announced by Regus pursuant
to the Code after the expiry of the Marketing Period but prior to
00.01 (London-time) on the fourth Business Day following the expiry
of the Marketing Period (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.
Framework Agreement
Pursuant to the terms of an irrevocable undertaking given
previously by MWBPL to MAL in connection with the Regus Offer (the
"Regus Irrevocable Undertaking"), MWBPL has irrevocably undertaken
to MAL that if (i) there is a Higher Offer and (ii) MAL does not
make a Revised Offer, MWBPL will accept the Relevant Higher
Offer.
MWBPL, MWB and GVHL have entered into a framework agreement (the
"Framework Agreement") under which MWBPL and MWB have irrevocably
undertaken to GVHL that if the Offer (i) qualifies as the Relevant
Higher Offer and (ii) the amount of consideration offered pursuant
to the Offer in respect of MWBPL's BX Shares is equal to, or
greater than, GBP35,000,000; and (iii) MAL does not make a Revised
Offer, MWBPL shall (and MWB shall procure that MWBPL shall):
-- fulfil its obligation to MAL described above and contained in
the Regus Irrevocable Undertaking;
-- not accept any offer for any of MWBPL's BX Shares that is not
the Relevant Higher Offer; and
-- enter into and deliver to GVHL an irrevocable undertaking
(the "Irrevocable Undertaking"), the terms of which are summarised
below, as soon as reasonably possible and in any event no later
than twelve hours following the Revision Closing Time.
MWBPL's shareholding represents approximately 75.22 per cent. of
Business Exchange's existing issued share capital, meaning that
upon acceptance of the Offer by MWBPL the Acceptance Condition will
be satisfied which will result in the Offer becoming
unconditional.
The Framework Agreement will cease to be binding if the Offer
fails, lapses or is withdrawn (other than in connection with a
switch to a Scheme of Arrangement with the consent of the Panel and
the Joint Administrators).
Irrevocable Undertaking
Should MWBPL enter into the Irrevocable Undertaking in the
circumstances noted above, MWBPL will undertake to GVHL:
-- that, the Offer having been made, it will be able to accept
or, where applicable, procure the acceptance of the Offer in
respect of MWBPL's BX Shares;
-- not to, should it have accepted the Offer, withdraw any
acceptance of the Offer; and
-- that, should it have accepted the Offer, MWBPL's BX Shares
shall be acquired by GVHL free from all liens, charges, options, or
other encumbrances, equities or other third party rights of any
nature, and together with all rights attaching or accruing to them,
including the right to all dividends and other distributions (if
any) declared, made or paid on or after the date of this
announcement.
If MWBPL enters into the Irrevocable Undertaking, the
Irrevocable Undertaking will cease to be binding if:
-- the Offer fails, lapses or is withdrawn (other than in
connection with a switch to a Scheme of Arrangement with the
consent of the Panel and the Joint Administrators); or
-- the Offer Document is not posted to shareholders of the
Company within 28 calendar days of the date of this
announcement.
If MWBPL accepts the Offer, MWB will, upon the Offer becoming
wholly unconditional, provide (or procure the provision of) a
release by each relevant member of the Retained MWB Group to each
relevant member of the Business Exchange Group from any (i) amounts
owing from relevant members of the Business Exchange Group to
relevant members of the Retained MWB Group, and (ii) actual and
potential actions, claims, proceedings and demands that MWB has
against any member of the Business Exchange Group.
Break fee agreement
Pyrrho, MWBPL and MWB have entered into a break fee agreement,
pursuant to which MWBPL is under an obligation to pay, and MWB has
agreed to guarantee the performance by MWBPL of MWBPL's obligation
to pay, a break fee subject to the terms and conditions summarised
below.
If the Offer (i) qualifies as the Relevant Higher Offer and (ii)
the amount of consideration offered pursuant to the Offer in
respect of MWBPL's BX Shares is equal to, or greater than,
GBP35,000,000 and (iii) MAL makes a Revised Offer, MWBPL will be
obliged to, conditional upon the consideration in respect of the
Revised Offer being received by MWBPL, pay a break fee (exclusive
of VAT) to GVHL of an amount equal to the higher of:
-- an amount equal to 1.667% of the consideration offered
pursuant to the Offer in respect of MWBPL's BX Shares; and
-- an amount equal to 50% of "A" where "A" is the difference
between the consideration offered pursuant to the Offer in respect
of MWBPL's BX Shares and the consideration offered pursuant to the
Second Highest Offer in respect of MWBPL's BX Shares (being the
number of MWBPL's BX Shares to which the Second Highest Offer
relates, multiplied by the offer price per share),
prior to the earlier of: (A) midnight (London-time) on the date
falling 5 Business Days from the date of the consideration in
respect of the Revised Offer being received by MWBPL; and (B) the
completion of the sale of any shares of MWBPL to MAL (or any person
acting in concert with MAL).
For the purposes of this announcement, "Second Highest Offer"
shall mean (i) where the Offer qualifies as the Relevant Higher
Offer and there is more than one Higher Offer, the Higher Offer
which would be the Relevant Higher Offer, but for the Offer having
been made (save that there shall be disregarded for the purposes of
this limb (i) any Higher Offer, including the Revised Offer, which
is made by Regus or any person acting in concert with Regus); and
(ii) where the Offer is the only Higher Offer, the Regus Offer.
Other ancillary arrangements
Subject to the Offer becoming wholly unconditional and the
fulfilment of certain other conditions, including Panel consent,
GVHL has the option to acquire, and MWB Serviced Office Holdings
Limited (in administration), an indirect wholly owned subsidiary of
MWB, has agreed to sell should GVHL exercise its option to acquire,
the entire issued and to be issued share capital of MWBPL for
GBP1.
12. Share Options
GVHL understands that there are no share options currently
outstanding and that there are no ordinary shares available for
issue by Business Exchange under any Business Exchange share
scheme.
13. Overseas Persons
Overseas Shareholders may be affected by the laws of other
jurisdictions in relation to the Offer. Overseas Shareholders
should inform themselves about and observe all applicable legal
requirements. Further details in relation to Overseas Shareholders
will be contained in the Offer Document.
14. Documents on Display
A copy of this announcement, the Framework Agreement, the
Irrevocable Undertaking, the Break Fee Agreement, a letter of
credit and loan facility letter relating to GVHL's financing of the
Offer and other ancillary agreements referred to in paragraph 11 of
this announcement will be published on Pyrrho's website (at
www.pyrrhoinvest.com) no later than 12.00 noon (London-time) on 15
February 2013 until the end of the Offer Period.
15. General
The acquisition of BX Shares is proposed to be implemented by
way of takeover offer within the meaning of section 974 of the
Companies Act 2006 but GVHL may, with the agreement of the Panel
and the Joint Administrators, elect to implement the acquisition by
way of a court-sanctioned Scheme of Arrangement. Any such scheme
will be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which would apply to
the Offer.
The Offer Document setting out further details of the Offer,
including the Offer timetable, and, in the case of Business
Exchange Shareholders holding BX Shares in certificated form, the
Form of Acceptance, will be posted to Business Exchange
Shareholders (other than to persons resident in a Restricted
Jurisdiction) within 28 days of the date of this announcement.
The Offer will be on the terms and subject to the Acceptance
Condition set out in Appendix 1 to this announcement and to be set
out in the Offer Document and Form of Acceptance. Appendix 2 to
this announcement contains further details of the sources of
information and bases of calculation set out in this announcement.
Appendix 3 to this announcement contains definitions of certain
expressions in this announcement.
The Offer will be governed by English law and will be subject to
the jurisdiction of the English courts. The Offer will be subject
to the applicable requirements of the Code, the Panel, the London
Stock Exchange and the UK Listing Authority.
The Joint Administrators are acting as agents of MWB and MWBS
and without personal liability.
Enquiries:
McQueen (Financial Adviser to Pyrrho)
Tel: +44 (0) 20 7484 8800
George Fleet
Luke Withnell
Maitland (Public Relations Adviser to Pyrrho)
Tel: +44 (0) 20 7379 5151
Neil Bennett
George Hudson
Tom Eckersley
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 will
be made solely by the Offer Document, when issued, which, together
with the Form of Acceptance, will contain 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.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Business Exchange Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been
despatched. The proposals for the Offer will be made solely through
the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any response to the proposals should be made only on the
basis of the information in the Offer Document.
Please be aware that addresses, electronic addresses and certain
other information provided by Business Exchange Shareholders,
persons with information rights and other relevant persons in
connection with the receipt of communications from Business
Exchange may be provided to GVHL during the Offer Period as
required by Section 4 of Appendix 4 to the Code.
McQueen, which is authorised and regulated in the UK by the FSA,
is acting exclusively for GVHL and Pyrrho and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than GVHL and Pyrrho for providing the
protections afforded to clients of McQueen or for providing advice
in relation to the Offer or this announcement or any other matters
referred to in this announcement. Neither McQueen 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 McQueen in connection with the
Offer.
The Offer shall be made by GVHL and Pyrrho and neither McQueen
nor any of its affiliates are making the Offer.
Overseas Jurisdictions
Unless otherwise determined by GVHL or required by the Code and
permitted by applicable law and regulation, the Offer is not being,
and will not be 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 transmission, 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 GVHL 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. Further details in respect to Overseas Shareholders
will be contained in the Offer Document. Any failure to comply with
such applicable requirements may constitute a violation of the
securities laws of any such jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable legal or regulatory requirements.
Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of such
jurisdictions. This announcement has been prepared for the purpose
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 announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Any person (including, without limitation, any custodian,
nominee and trustee) who would, or otherwise intends to, or who may
have a contractual or legal obligation to, forward this
announcement and/or the Offer Document and/or any related document
to any jurisdiction outside the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of such jurisdictions before taking any action.
McQueen which is authorised and regulated in the United Kingdom
by the FSA, is acting exclusively for GVHL and Pyrrho and no one
else in connection with the Offer and will not be responsible to
anyone other than Pyrrho for providing the protections afforded to
clients of McQueen or for providing advice in relation to the Offer
or any other matters or arrangements referred to in this
announcement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Business Exchange and certain plans and objectives of
GVHL and Pyrrho with respect thereto. These forward-looking
statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other
words of similar meaning. These statements are based on assumptions
and assessments made by GVHL and Pyrrho in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
document could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this document. Neither GVHL nor Pyrrho
assumes any obligation to update or correct the information
contained in this document (whether as a result of new information,
future events or otherwise), except as required by applicable
law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Nothing contained herein shall be deemed to be a forecast
projection or estimate of the future financial performance of the
Pyrrho Group, the Business Exchange Group or any other person
following the implementation of the Offer or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company 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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London-time) on the 10(th) 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.
APPENDIX 1
CERTAIN FURTHER TERMS OF THE OFFER
Part A: Condition of the Offer
The Offer is conditional only upon valid acceptances having been
received (and not, where permitted, withdrawn) by not later than
13.00 (London-time) on the first closing date of the Offer (or such
later time(s) and/or date(s) (if any) as GVHL may, with the consent
of the Panel or in accordance with the Code, decide) in respect of
BX Shares which, together with the BX Shares acquired or agreed
unconditionally to be acquired before or during the Offer Period,
will result in GVHL holding BX Shares carrying in aggregate more
than 50 per cent. of the voting rights then normally exercisable at
general meetings of Business Exchange including (to the extent, if
any, required by the Panel for this purpose) any such voting rights
attaching to any BX Shares that are unconditionally allotted but
not issued before the Offer becomes unconditional as to
acceptances.
For the purposes of this condition, shares which have been
unconditionally allotted but not issued before the Offer becomes or
is declared unconditional as to acceptance, whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will
carry on being entered into the register of members of Business
Exchange.
Part B: Certain further terms of the Offer
The Offer will lapse if it is referred to the Competition
Commission before 15:00 (London-time) on the first closing date of
the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later.
GVHL reserves the right to elect (with the consent of the Panel
and the Joint Administrators) to implement the Offer by way of
Scheme of Arrangement. In such event, such scheme will be
implemented on the same terms so far as applicable, as those that
would apply to the Offer, subject to appropriate amendments
including such amendments as may be required by law or regulation.
In particular, the condition would not apply and the scheme would
become effective and binding following (i) approval of the scheme
at the court meeting (or any adjournment thereof) by a majority in
number representing 75 per cent. or more in value of Business
Exchange Shareholders present and voting either in person or by
proxy, (ii) the resolutions required to approve and implement the
scheme, being those set out in the notice of general meeting of the
Business Exchange Shareholders, being passed by the requisite
majority at such general meeting, and (iii) the sanction of the
scheme and confirmation of any associated reduction of capital by
the court (in each case with or without modification, and any such
modification being acceptable to GVHL, Pyrrho and Business
Exchange) and the delivery of a copy of the court order(s) to the
Registrar of Companies of England and Wales and, if the court so
orders for it to become effective, the registration of the court
order confirming the reduction of capital.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
This Offer will be governed by English law and be subject to the
jurisdiction of the English courts, the Acceptance Condition set
out above and the further terms set out in the formal Offer
Document and related Form of Acceptance. The Offer will comply with
the applicable rules and regulations of the Financial Services
Authority and the London Stock Exchange and the Code.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, the
United States, Canada, Japan or Australia and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facility or from within the United States, Canada, Japan or
Australia.
BX Shares which will be acquired under the Offer will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement.
APPENDIX 2
BASES AND SOURCES
In this announcement:
1. Unless otherwise stated, financial information relating to
the Business Exchange Group has been extracted or derived (without
any adjustment) from the audited annual report and accounts for
Business Exchange for the year ended 30 June 2012.
2. The value of the Offer is calculated on the basis of there
being 64,959,912 BX Shares in issue.
3. Unless otherwise stated, all prices and closing prices for BX
Shares are closing middle market quotations derived from the Daily
Official List.
APPENDIX 3
DEFINITIONS
"Acceptance Condition" the condition to the Offer, as fully
set out in Appendix 1 to this document,
that valid acceptances of the Offer
have been received (and not withdrawn)
in respect of BX Shares which, together
with the BX Shares acquired or agreed
unconditionally to be acquired before
or during the Offer Period, will result
in GVHL holding BX Shares carrying
in aggregate more than 50 per cent.
of the voting rights then normally
exercisable at general meetings of
Business Exchange
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange
"Board" the board of directors
"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 05628635
"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 BX Shares
"BX Shares" ordinary shares of 0.1 pence each
in the capital of Business Exchange
"Closing Price" the closing middle market price of
a relevant share derived from the
Daily Official List
"Code" the City Code on Takeovers and Mergers
"CREST" the relevant system (as defined in
the Uncertificated Securities Regulations
2001 (SI 2001/3755) in respect of
which Euroclear UK & Ireland Limited
is the Operator (as defined in the
Regulations)
"Daily Official List" the daily official list of the London
Stock Exchange
"Deloitte Corporate Finance" Deloitte Corporate Finance, a division
or "Deloitte" of Deloitte LLP whose registered office
is 2 New Street Square, London EC4A
3BZ, United Kingdom, sole financial
adviser to the Joint Administrators
and MWBPL
"Form of Acceptance" the form of acceptance and authority
relating to the Offer which will accompany
the Offer Document
"FSA" the UK Financial Services Authority
"GVHL" Gallant Victor Holdings Limited
"Higher Offer" has the meaning given in paragraph
11 (Framework Agreement, Irrevocable
Undertaking and ancillary arrangements)
of the full announcement
"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
"London Stock Exchange" London Stock Exchange plc
"MAL" Marley Acquisitions Limited
"Marketing Period" the period of eight weeks ending at
23.59 (London-time) on the date of
this announcement
"McQueen" McQueen Limited, incorporated in England
and Wales with registered number 4349527
and regulated by the Financial Services
Authority in the United Kingdom with
reference number 209500
"MWB" MWB Group Holdings Plc, incorporated
in England and Wales with registered
number 6487877
"MWB Group" MWB and any subsidiary, holding company,
subsidiary undertaking or parent undertaking
(as construed in accordance with sections
1159 and 1162 of the Companies Act
2006) from time to time of MWB
"MWBPL" MWB Property Limited, incorporated
in England and Wales with registered
number 03125437
"MWBS" MWB Serviced Office Holdings Limited
(in administration), incorporated
in England Wales with registered number
04129282
"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 BX Shares in
certificated form, in the Form of
Acceptance, including where the context
permits or requires, any subsequent
revision, variation extension or renewal
thereof
"Offer Document" the document to be sent to Business
Exchange Shareholders which will contain,
inter alia, the terms and condition
of the Offer
"Offer Period" the period commencing on the date
of this announcement and ending on
the earlier of the date on which the
Offer becomes effective and/or the
date on which the Offer lapses or
is withdrawn (or such other date as
the Panel may decide)
"Offer Price" the consideration payable per BX Share
in connection with the Offer
"Offer Shareholder" holders of Offer Shares
"Offer Shares" the BX Shares in issue during the
Offer Period
"Official List" the official list maintained by the
UK Listing Authority
"Opening Position Disclosure" an announcement containing details
of interests or short positions in,
or rights to subscribe for, any relevant
securities of a party to the offer
if the person concerned has such a
position
"Overseas Shareholders" Offer Shareholders who are resident
in, ordinarily resident in, or citizens
of, jurisdictions outside the United
Kingdom
"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 Group" Pyrrho and its subsidiaries and subsidiary
undertakings within the meaning of
sections 1159 and 1162 of the Companies
Act 2006
"Regus" Marley Acquisitions Limited and Regus
plc
"Regus Offer" the 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
"Relevant Higher Offer" has the meaning given in paragraph
11 (Framework Agreement, Irrevocable
Undertaking and ancillary arrangements)
of the full announcement
"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
"Retained MWB Group" the MWB Group excluding the Business
Exchange Group
"Revised Offer" has the meaning given in paragraph
11 (Framework Agreement, Irrevocable
Undertaking and ancillary arrangements)
of the full announcement
"Revision Closing Time" 00.01 (London-time) on the fourth
Business Day following the expiry
of the Marketing Period
"Second Highest Offer" has the meaning given in paragraph
11 (Framework Agreement, Irrevocable
Undertaking and ancillary arrangements)
of the full announcement
"Scheme of Arrangement" a court sanctioned scheme of arrangement
in accordance with Part 26 of the
Companies Act 2006, as amended
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"UK Listing Authority" the FSA as the competent authority
for listing in the United Kingdom
"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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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