Regus PLC Offer Update (6978A)

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RNS Number : 6978A

Regus PLC

22 March 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS

FOR IMMEDIATE RELEASE

22 March 2013

Increased Cash Offer

for

MWB Business Exchange Plc

by

Marley Acquisitions Limited (a wholly owned subsidiary of Regus plc (société anonyme))

Offer update

On 19 February 2013, Regus plc ("Regus") announced the terms of an increased cash offer (the "Increased Offer") by its wholly-owned subsidiary Marley Acquisitions Limited ("MAL") to acquire the entire issued and to be issued share capital of MWB Business Exchange Plc ("Business Exchange") at an offer price of 101.0233 pence per ordinary share of 0.1 pence each in the capital of Business Exchange ("BX Share"). The full terms of, and condition to, the Increased Offer and the procedure for acceptance were set out in the offer document issued by MAL on 19 February 2013 (the "Increased Offer Document").

Level of acceptances

As at 1.00 p.m. on 22 March 2013, MAL had received valid acceptances of the Increased Offer in respect of 64,706,114 BX Shares (representing approximately 99.60 per cent. of the existing issued share capital of Business Exchange). These acceptances include the acceptance received in respect of 48,863,129 BX Shares (representing approximately 75.22 per cent. of the existing issued share capital of Business Exchange) which were subject to an irrevocable commitment procured by MAL from MWB Property Limited.

Closing of the Increased Offer

On 8 March 2013, Regus announced that the Increased Offer would remain open for acceptance until 1.00 p.m. (London time) on 22 March 2013. Regus has elected not to extend the Increased Offer further. Accordingly, the Increased Offer is now closed to further acceptances.

Compulsory acquisition

As MAL has now received acceptances under the Increased Offer in respect of at least 90 per cent. of the BX Shares to which the Increased Offer relates and at least 90 per cent. of the voting rights carried by the BX Shares to which the Increased Offer relates, Regus intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining BX Shares in respect of which the Increased Offer has not been accepted, on the same terms as the Increased Offer.

Delisting and re-registration

As announced on 26 February 2013, Business Exchange has applied to the London Stock Exchange for the cancellation of the admission to trading of BX Shares on AIM. This is expected to take effect on or shortly after 7.00 a.m. on 27 March 2013. Following such cancellation, Regus intends to re-register Business Exchange as a private limited company.

Such delisting and cancellation of trading in the BX Shares, and the subsequent re-registration, will significantly reduce the liquidity and marketability of any BX Shares not assented to the Increased Offer.

Interests in BX Shares

Save as set out above, on 21 March 2013 (being the last practicable date prior to the publication of this announcement), neither MAL, nor any person acting in concert with MAL has any right to subscribe for any relevant securities of Business Exchange nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Business Exchange. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Business Exchange and any borrowing or lending of any relevant securities of Business Exchange which have not been on-lent or sold.

A copy of this announcement 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).

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Increased Offer Document.

Enquiries:

Rothschild (Financial Adviser to Regus) Tel: [phone]

Alex Midgen

Robert Waddingham

   Brunswick Group LLP (Public Relations Adviser to Regus)            Tel: [phone] 

Simon Sporborg

Nick Cosgrove

Rosheeka Field

Further information:

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Increased Offer is being made solely by the Increased Offer Document, which, together with the Form of Acceptance, contains the full terms and conditions of the Increased Offer, including details of how to accept the Increased Offer. Any decision in respect of, or other response to, the Increased Offer should be made only on the basis of the information contained in the Increased Offer Document.

Rothschild, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for MAL and Regus and no one else in connection with the Offer and will not be responsible to anyone other than MAL and Regus for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Increased Offer or any other matters referred to in this announcement. Neither Rothschild nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with the Increased Offer.

Overseas Shareholders

Unless otherwise determined by MAL or required by the Code and permitted by applicable law and regulation, the Increased Offer is not being made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by MAL or required by the Code and permitted by applicable law and regulation, copies of any documents relating to the Increased Offer are not being and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send them in, into or from any such jurisdiction.

The availability of the Increased Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdiction.

This document has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside England.

This information is provided by RNS

The company news service from the London Stock Exchange

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