MWB Business Exchange Share Discussion Threads

[topinfo] 10/6/2011 12:07

Im in MBE again. No way they can refuse now, shareholders will vote for Regus cash offer. This has gotta be worth at least around 80p now until it becomes clearer. Regus may even raise the cash amount to say £1.00???????????

[moreforus] 10/6/2011 12:05

tdw want 0.70p for 2.5k

be quikc!

[moreforus] 10/6/2011 12:04

there;s a fight over this company!

[pre] 10/6/2011 12:04

can't buy any!!! typical....93p looks definite and they look serious too:-))

[topinfo] 10/6/2011 11:58

Am I missing something or is that 93p a share cash offer back on with Regus dropping conditions? 30pence in it again, maybe 10p today with some uncertainty still but looks like it may get looked at now????????

[topinfo] 10/6/2011 11:55

DJ Regus PLC Regus Reaffirms Its Offer

TIDMRGU TIDMMWB TIDMMBE

RNS Number : 2419I

Regus PLC

10 June 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

10 June 2011

REGUS PLC (SOCIETE ANONYME) ("Regus")

REGUS REAFFIRMS ITS OFFER VALUING MWB BUSINESS EXCHANGE PLC ("MBE") AT GBP60M, SUBJECT ONLY TO CONFIRMATORY DUE DILIGENCE

This is an announcement falling under Rule 2.4 of the Takeover Code (the "Code"). It does not represent a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made.

-- Regus reaffirms commitment to and seriousness of its all-cash offer for MBE

-- Regus continues to believe that its offer is far superior to that of MWB

-- Regus is disappointed that the Independent Committee and the MWB board and their advisers continue to refuse to engage with Regus contrary to their recent misleading announcements

-- Regus is now improving its offer by dropping all previously announced reservations, subject to confirmatory due diligence

Regus has noted the announcements made by MWB Group Holdings plc ("MWB") on 8 June 2011 and MBE's Independent Committee on 9 June 2011 and can confirm that it remains committed to its offer for all of the issued share capital of MBE for cash consideration of 92.36 pence per MBE share (the "Offer" or "Regus's Offer"). Regus can confirm that neither the Independent Committee nor the MWB board nor their respective advisers have engaged in any meaningful way with Regus to discuss the Offer.

Value and seriousness of Regus's Offer

Regus's all-cash Offer of 92.36 pence per MBE share represents a 70.6 per cent. premium to the offer made by MWB on 28 April 2011 ("MWB's Offer"). Regus reiterates that its all-cash Offer for MBE is serious. In contrast, Regus notes that MWB's Offer is not only significantly inferior to Regus's Offer, but also that in the scheme documentation relating to MWB's Offer it has been disclosed that the MWB group's funding with Lloyds Banking Group is still conditional. As Regus has previously noted, the MWB group's net debt for the period to 31 December 2010 stood at GBP301.7 million (as disclosed by MWB in its Interim Statement dated 28 April 2011).

Engagement with MBE

As announced by MBE, Regus can confirm that Mark Dixon did meet with two members of the Independent Committee, Malcolm Murray and Rick Aspland-Robinson, on 11 May 2011. However, what was not disclosed by neither the Independent Committee nor MWB in their respective announcements was that this sole meeting lasted less than 5 minutes allowing Malcolm Murray and Rick Aspland-Robinson to tell Mark Dixon that MWB would not accept Regus's Offer and that they would not engage with Regus.

Regus therefore asserts that despite the misleading announcements made by MWB and the Independent Committee, both parties and their respective advisers have refused to engage in any serious fashion at all.

Conditionality of Regus's Offer

Regus can confirm that its Offer is pre-conditional only on a recommendation from the Independent Committee and limited confirmatory due diligence. As previously stated, Regus would obviously also require the support of MWB given its shareholding in MBE.

As mentioned in the Independent Committee's announcement on 9 June 2011, Regus has had access to diligence information made available by MBE and as a result of that due diligence work was able to present its Offer to MBE. However, as a result of the introduction of additional information set out in MWB's announcement on 27 May 2011 and in the scheme document posted to MBE shareholders relating to inter-company guarantees and possible charges which might be introduced between MWB and MBE, Regus requires confirmatory due diligence.

Subject to this confirmatory due diligence, Regus is now dropping all previously announced reservations to its Offer price.

Regus has previously requested that the Independent Committee partially release Regus from the confidentiality agreement dated 15 March 2011 so that it can better explain its Offer to the independent shareholders of MBE. However, so far no such permission has been forthcoming.

Commitment to the Offer

While Regus remains committed to its Offer for MBE and firmly believes in the superiority of its Offer, Regus acknowledges that MWB owns approximately 72% of MBE and therefore cannot succeed in its Offer without the support of the board of MWB.

Regus will not continue to pursue a transaction which has no chance of being completed. Regus is a global company operating in over 90 countries and has many options for investment around the world.

Regus notes the open letter from MWB's and MBE's largest shareholder expressing its deep concern with decisions made by the Board of MBE.

Regus would ask the Independent Committee and MWB to properly engage with it to allow Regus to formally make its superior Offer to MBE shareholders.*

*Notes:

As announced on 7 June 2011, Regus will announce that it will not be making an offer under Rule 2.8 of the Takeover Code (the 'Code') if the Independent Committee or the MWB board do not enter into discussions with Regus by 17.00 (BST) on Monday 13 June 2011 and, because the meetings have already been called, neither the Independent Committee nor MWB or MBE have confirmed publicly that they will be seeking an adjournment of the shareholder meetings required to implement MWB's Offer.

Enquiries:

Investec Investment Banking (Financial adviser Tel: [phone]
& broker to Regus) 5970
David Currie
Charles Batten
James Rudd

Brunswick Tel: [phone]
5959
Simon Sporborg
Wendel Verbeek

Investec Investment Banking (which is authorised and regulated in the United Kingdom by the Financial Services Authority) is acting exclusively for Regus and for no one else in connection with the possible offer and will not be responsible to anyone other than Regus for providing the protections afforded to Investec Investment Banking clients nor for providing advice in relation to the possible offer orany other matters referred to in this announcement.

Disclosure requirements of the Code

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 must make an Opening Position Disclosure following the commencement of the offer period. 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 the offeree company. 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. Relevant persons who deal in the relevant securities of the offeree company 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 must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. 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 the offeree company, 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, 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 [phone].

This information is provided by RNS

The company news

[sharw] 08/6/2011 23:09

A scheme of arrangement is all or nothing. If that failed and they started all over again with a conventional offer then at 75% they have total control over special resolutions (e.g. delisting) and so can make it uncomfortable for those left. At 90% they can compulsorily acquire the remaining shares.

[the ghost who walks] 08/6/2011 22:14

Two questoins if anyone can help: (a) for the mgt who own shares are there any restrictions on their voting - i.e. concert party or anything; (b) in the event that they dont get the majority needed (in terms of needing more than 50% of the number of shareholders, not just the %-age) does anone know what the %-age needed is if they were to make a takeover offer - I think 90% but not sure. Thanks

[sharw] 08/6/2011 13:05

There is an article in the Indie today:



I find it bizarre that 3 of the 4 so-called 'Independent Directors' are executives. If MWB takes over they will probably retain their jobs but if Regus takes over then it is unlikely that MBE will be kept as a unit - more likely it will be merged with their existing operations and the 3 could well be redundant. So what would you recommend in those circumstances?

The one interesting thing is that they have gone for a Scheme of Arrangement under Part 26 of the Companies Act. This is one of the few occasions when there is a 'one shareholder one vote' count rather than 'one share one vote'. So MWB's 72.28 per cent holding will count as one vote for part of the Court meeting.

[yump] 07/6/2011 18:22

Well, whatever happens, as others have done, I've now added the entire list of directors onto my 'watch' list. Whether it turns out OK for minority investors or not, I certainly will be exercising my option not to invest anywhere near them in future, even if it does turn out to be brinksmanship.

Its a b....y long list since 1992 !
Unfortunately, there's always a new supply of names.

[scburbs] 07/6/2011 17:43

I may have been a bit premature as Phyrrho have a fair degree of say (albeit MWB overrode them on Liberty sale).

Good to see someone talking sense! As I have flagged before and Pyrrho have highlighted it is the role of the "independent" directors in this sorry charade that is the key problem. After all who would expect MWB to overpay! MWB should be attempting a hostile takeover and MBE's independent directors should be pointing out the obvious not acting like clueless patsies! Just to recap the best of all was where the MBE directors explained that the Regus offer undervalued MBE, but continued to recommend the MWB offer!

"MWB Business Exchange shareholder Pyrrho Investment has raised concerns over whether the service office operator's board is properly exercising its duty.

In an open letter, the shareholder said it had "very deep" concerns that the board of MWB Business Exchange had rejected a 92.36p per share offer from Regus for the company but "appears minded to accept" an offer from MWB Group at 49.82p per share.

Pyrrho's letter states: "Your decision to reject a potential offer of 92.36p and yet recommend one that is barely half that level defies logic and calls into question whether you, as directors, are taking the necessary steps to discharge your duty to the company to maximise the value of its business.

"While MWB plainly is able to exert influence over Business Exchange via its controlling stake, it is the role of the directors of Business Exchange to safeguard the interests of the company as a whole, and those of all its shareholders, not simply those of the majority."

It is now calling on the board to withdraw its recommendation of MWB's existing offer and for the appointment of new adviser to conduct a full review of the company's strategic options in order to determine how to maximise value for all its shareholders.

Pyrrho is both a shareholder in MWB Business Exchange, holding around 8%, and in MWB Group, where is has a 23% stake."

Source: EGi

[scburbs] 07/6/2011 15:35

Looks like the end game and MWB and the independent directors appear set to shaft the MBE minorities. I'm sold some in the 70's and sold the rest after the announcement. Still a chance that MWB are just playing brinkmanship and were waiting for a higher offer from Regus, although the lack of engagement suggests otherwise.

[knowing] 07/6/2011 12:28

Regus PLC (RGU.LN), a provider of worspaces, Tuesday announced its commitment to an all-cash Offer for MWB Business Exchange (MBE.LN), which it believes is superior to other offers for the company, and said it will withdraw its offer should MWB not enter into discussions with Regus by Monday June 13.

[yump] 06/6/2011 11:27

Of course, the more 'bids' there are and the more times the share price jumps a bit, the more pi's will sell and the more shares will be available to the BOD and 'associates' to take their stake to an even higher majority level.

[scburbs] 29/5/2011 10:35

"John Spencer, Keval Pankhania, Rick Aspland-Robinson and Malcolm Murray"

AKA the "Independent" MWB Business Exchange Directors. Names to remember I feel in case they crop up in future potential purchases.

I suspect they are hoping that Regus will up their offer to a level that MWB accepts so it doesn't stick with them of having recommended the farcial MWB offer!

[smudge104] 29/5/2011 10:16

not invested in any of these companies but spent a good few hours this am going through the rns's..

regus would be right to point out the indebtedness of some 300 million by MWB, and also what dilution if any they may take on as MWB shareholders, wouldnt fancy shares in MWB given their balance sheet and possible fundraising as pointed out by themselves.

with the above in mind directors/non exec directors have a fiducary duty to the company and its shareholders to act in its best interests, best interests given the above is a cash offer of 92p, it appears it is only acting in the interests of itself and shareholders in the controlling company MWB.

I think I am right in saying that any rents or loans to MBE have only been introduced to combat the RGU offer and as such would be tough to enforce in law,

what do you do when there are 2 offers, one on the cheap by a majority shareholder some 72% of the company, and the other all cash at a 90% premium to the origional offer, and furthermore I wouldnt want to hold shares in a company that a) undervalues its stake and b) offers shares that in a few years could well be worthless.

best of luck all, i will watch and learn

[yump] 27/5/2011 15:54

When you see this sort of shenanigans going on, I do wonder whether some of those Chinese companies that are greeted with something pretty close to xenophobia from UK investors, must be watching us thinking "what a load of hypocritical b.....ds". Not surprising they withdraw from their listings here.

[yump] 27/5/2011 15:36

That's a strongly worded announcement by Regus, particularly the reference to the 'banks may be interested', with regard to MWB itself !

[pre] 27/5/2011 14:53

extract from the latest rns....is this offer genuine as pointed out by earlier poster??? or an i missing something?

Response to announcement made by MWB Business Exchange plc ("MBE")

This is an announcement falling under Rule 2.4 of the Takeover Code (the "Code"). It does not represent a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made.

[pre] 27/5/2011 14:46

mm's having a laugh..can only sell 1500...what's up?? is this iliquid?

[knowing] 27/5/2011 14:45

Just got cheaper though LOL

[pre] 27/5/2011 14:43

yep and those who got in early will be making a nice profit shortly:-)

[knowing] 27/5/2011 14:40

Looking at this move MWB looks very cheap and has alot of catching up to do.