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RNS Number : 8272X
MWB Business Exchange Plc
13 February 2013
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
such jurisdictions. To the fullest extent permitted by law, the
Company disclaims any responsibility or liability for the violation
of such restrictions by any person.
FOR IMMEDIATE RELEASE
13 February 2013, London
MWB Business Exchange Plc (the "Company")
Update regarding legal proceedings
As set out in the Company's circular to its shareholders
published on 31 January 2013, on 29 January 2013, the Company
received a letter from solicitors acting for a minority
shareholder, Pyrrho Investments Limited ("Pyrrho"), which holds
16.7 per cent. of the shares in the Company. In the letter, Pyrrho
threatened to issue a petition under section 994 of the Companies
Act 2006 seeking an order that MWB Property Limited, the Company's
75.22% majority shareholder, purchase Pyrrho's shares in the
Company and/or that the Company be required to bring proceedings
against certain current and former directors of the Company. Pyrrho
issued the petition on 11 February 2013, and served the petition on
the Company on 13 February 2013. The parties to the proceedings
have been instructed by the Court to attend a directions hearing on
13 May 2013.
Due to the inherent uncertainty of this matter and the dispute
resolution process, there can be no assurance as to the outcome of
the proceedings being brought by Pyrrho. However, on the basis of
the information currently available, having taken appropriate
advice and recognising that this is a recent development, the
directors of the Company do not currently believe that these
proceedings will have a material adverse effect on the Company's
financial condition.
Contacts
MWB Business Exchange Plc
John Spencer, Chief Executive 020 7868 7268
Andrew Blurton, Corporate Finance Director 020 7868 7321
N+1 Singer
Sandy Fraser 020 7496 3000
Baron Philips Associates
Baron Philips 020 7920 3161
Notes
The directors of the Company each accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of each of the directors of the Company (who
have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they
accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Nplus1 Singer Advisory LLP, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for the Company and for no one else in connection with
the matters described in this announcement and is not advising any
other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Nplus1 Singer Advisory LLP nor for providing advice in
relation to the matters described in this announcement.
Forward looking statements
This announcement contains statements that are, or may be,
forward-looking statements. All statements other than statements of
historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include words such as "target",
"plan", "believe", "expect", "aim", "intend", "will", "should",
"could", "would", "may", "consider", "anticipate", "estimate",
"synergy", "cost saving", "project", "goal" or "strategy" or words
or terms of similar substance or the negative of such words are
forward-looking statements. Forward-looking statements include
statements relating to the following: future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, losses, profits and future
prospects of the Company.
These forward-looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of the
Company. Such forward-looking statements involve known and unknown
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Should one or
more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in this announcement. The Company
assumes no obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this
announcement.
All subsequent oral or written forward-looking statements
attributable to the Company or any of its members, directors,
officers or employees or any persons acting on their behalf, are
expressly qualified in their entirety by the cautionary statement
above. The Company and its directors disclaim any obligation to
update any forward looking or other statements contained herein,
except as required by applicable law. All forward-looking
statements included in this announcement are based on information
available to the Company on the date of this announcement and are
made only as of the date of this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code (the
"Code"), if any person is, or becomes, "interested" (directly or
indirectly) in 1% or more of any class of "relevant securities" of
the Company, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 p.m. (London time) on the
London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer
becomes, or is declared, unconditional as to acceptances, lapses or
is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of the Company, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of the Company by Regus plc or by MWB
Property Limited, or by any of their respective "associates", must
be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, and the
number of such securities in issue, can be found on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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