MWB Business Exchange Plc

?

FOR IMMEDIATE RELEASE

20 February 2013

MWB BUSINESS EXCHANGE PLC

HIGHLIGHTS FOR SIX MONTHS ENDED 31 DECEMBER 2012

·     Strong progress during period with positive increases in most key performance indicators:

Revenue rises to £61.6m from £60.0m in previous comparable period* (£121.1m for year to 30 June 2012).

Operating EBITDA advances to £5.1m against £1.0m* - exceeds £4.9m estimate announced by Board in the January 2013 trading statement (£4.3m for the year to 30 June 2012, of which £3.3m earned in six months to 30 June 2012).  EBITDA for the calendar year 2012 totalled £8.4m.

Substantial reduction in pre-tax losses - down to £0.6m compared to £2.0m in previous comparable period* and £14.8m for full year to 30 June 2012.

Loss per share of 2.4p against 2.9p* (loss per share of 9.6p for year to 30 June 2012).

·     Impact of key management initiatives on improved rate performance:

REVPAW rose 7% to £7,447 and REVPOW increased 5% to £8,931** (respectively £7,530 and £9,029 at 30 June 2012).

Occupancy maintained at 83%.

Introduction of "Signature Offices".

70% client renewal rate enabling increases in rate of between 2% and 4% every six months.

Average client stays 27 months with Business Exchange.

Focus on SMEs across wide range of sectors - no great dependency on large clients.

Almost two-thirds of total clients take 5 or fewer workstations, underpinning resilience of business.

·     Business Exchange is London's leading provider of flexible business space with 66% of its 18,000 workstations located in the capital.

·     Cash offer by Regus Plc announced on 19 February 2013, valuing the Company at £65.6m, representing 101p per share.

"Our prospects for the coming year are extremely positive and our prime position as London's leading provider of serviced office space will stand us in good stead over the next 12 months.  With our rolling refurbishment programme and controlled expansion of the portfolio, we look forward to the coming year with confidence and optimism."

John Spencer, Chief Executive

* Comparison is with unaudited figures in half-yearly financial report for six months ended 31 December 2011.

** Annualised figures for December 2012 compared to December 2011.

Contacts:

MWB Business Exchange Plc

John Spencer, Chief Executive                                      Tel: 020 7868 7268

Andrew Blurton, Corporate Finance Director                Tel: 020 7868 7321

Nplus1 Singer Advisory LLP

Sandy Fraser                                                                            Tel: 0845 213 2072

Baron Phillips Associates

Baron Phillips                                                                           Tel: 020 7920 3161

CHIEF EXECUTIVE'S REPORT

Introduction

I am pleased to report strong progress during the period under review in spite of the uncertain economic environment.  This progress is reflected in positive increases in virtually all our key performance indicators, as our strategy of focusing on the all-important Central London market, together with tight cost controls, continues to deliver excellent results.

While this has been a period of consolidation for our business, it has enabled us to concentrate resources in those areas that are giving, and will give, the Company the greatest returns on its investment.  As we have confirmed previously, Business Exchange is London's largest provider of flexible business space with over 60% of our 64 centres and 18,100 workstations within the M25.  We are looking to further strengthen this position with a controlled expansion of centres in key locations in London over the coming year.

We also believe shareholders will benefit from our relative degree of freedom from MWB Group Holdings Plc ("MWB Group") our majority interest shareholder, following the decision by its lenders to place it into administration in November 2012.  This new independence enables us to channel our positive cash flow into growing the business.

Results

Against this background I am delighted to report a rise in revenue over the six months to 31 December 2012 to £61.6m compared to £60.0m for the comparable period to end December 2011 and £121.1m for the year to 30 June 2012.  There has been a significant advance in Operating EBITDA to £5.1m for the period against £1.0m for the same period in 2011 and £3.3m in the six months to June 2012.  Importantly, this level of EBITDA for the six months ended 31 December 2012 exceeds the estimate of £4.9m that the Company announced in its Trading Update on 29 January 2013.

After depreciation of £4.0m and the final provision of £1.6m against indebtedness due to Business Exchange by MWB Group, there has been a substantial improvement in pre-tax losses, down from £2.0m for the six months to December 2011 to £0.6m for the six months under review.  This compares even more favourably to the results for the full year to 30 June 2012 where a pre-tax loss of £14.8m arose.  This translates into a loss per share of 2.4p after tax against a loss per share of 9.6p for the full year to 30 June 2012 and a loss per share of 2.9p for the comparative period to 31 December 2011.

Business Enhancement

As we stated in our January 2013 Trading Update, we are also benefiting from the key management initiatives that have contributed to Business Exchange's positive momentum over the past year.

The impact of these initiatives can be seen from our improved rate performance.  Occupancy at the period end was virtually unchanged at 83% enabling positive yield management to be undertaken, while annualised revenue per available workstation (REVPAW) rose by 7% to £7,447 at 31 December 2012 compared to 31 December 2011, while annualised revenue per occupied workstation (REVPOW) increased in the year by 5% to £8,931 at December 2012, maintaining the performance we reported in our June 2012 results.

The importance of our London focus cannot be over-emphasised.  The capital has the UK's highest concentration of SME start-ups.  These businesses naturally favour serviced offices as they require flexible space which is difficult to find in traditional office accommodation.  Serviced offices suit SMEs well as they take on no long-term commitment, but at the same time they can easily increase the number of workstations they need as their business grows, without having to relocate.

Our clients operate in an extremely wide and diverse range of business sectors, ensuring that we are not dependent on either a narrow sector focus or on a small number of large clients. In fact, almost two-thirds of Business Exchange's total clients occupy fewer than five workstations and fewer than 8% occupy 20 workstations or more.

London continues to be attractive to overseas companies and investors.  The flexibility of serviced offices, combined with our centres being in prime locations, enables these businesses to establish themselves quickly, efficiently and economically.

One of our key priorities over the past 12 months has been to continue to enhance our service offering to both new and existing clients.  The success of this can best be seen in our rate improvement as referred to above.  In addition to our day-to-day services, we have also introduced our "Signature Offices" which enable clients to create their own space within a centre, reflecting their individual corporate identities and their desire to design offices that are unique to them.  Signature Offices have been well received by our clients and their sales are gaining momentum.

It is also worth noting that whilst our average initial contract length is eight months, our clients stay on average for over 27 months, more than 70% renew their contracts and we secured increases at an average of 6% per annum on renewals during this six month period.  These high renewal levels reflect strong client satisfaction with the quality of service they receive from Business Exchange, and underpin the longevity of our income into future years.

The six months to the end of December 2012 saw less favourable trading conditions than had been the case during the earlier part of the year.  In addition to the uncertain economic outlook, this period included the Olympics and Paralympics from the end of July to the early part of September.  Whilst there was obvious focus on these major events, it resulted in a slight dampening of demand for our Meeting Venues.  Nevertheless, the underlying performance of this division was particularly buoyant over the period and has continued into the start of 2013 where we are already ahead of budget.

Proposed Capital Reconstruction

Subject to approval by shareholders at the 2013 AGM, and sanction of the High Court, the Company intends to cancel the amount standing to the credit of its Share Premium Account, and to establish a new reserve which under agreed circumstances could be transferred to the Profit and Loss Account Reserve.  This is expected by the Board to enable the payment of dividends by the Company in future periods.  The Board anticipates commencing this as soon as approval has been obtained from shareholders at the 2013 Annual General Meeting so that it could become effective by Summer 2013.

Cash offers for Business Exchange by Regus plc and Pyrrho Investments Limited

MWB Group Holdings Plc ('Holdings'), Business Exchange's majority shareholder, has been in administration since November 2012 and its Joint Administrators have been engaged in selling the 75.2% shareholding in Business Exchange indirectly owned by Holdings through its wholly owned subsidiary MWB Property Limited.  Shareholders should be aware that on 21 December 2012 Regus Plc announced the terms of a cash offer for Business Exchange, valuing the entire issued share capital of Business Exchange at £40m.  As a consequence of Regus's offer for Business Exchange, the Joint Administrators marketed Holdings' indirect shareholding in Business Exchange to other potential purchasers for a period of eight weeks which started on 21 December 2012 and ended on 14 February 2013.

During this period, potential purchasers had the opportunity to make a higher offer for the 75.2% interest in Business Exchange held by the Joint Administrators.  On 14 February 2013, Pyrrho Investments Limited ('Pyrrho') made a cash offer for the entire issued share capital of Business Exchange not already owned by Pyrrho or its associates.  This offer was announced on 15 February 2013, at which date Pyrrho held 16.7% of the issued share capital of Business Exchange.  Under the terms of the Pyrrho offer, Business Exchange shareholders would receive 100p per share in the capital of Business Exchange and the Pyrrho offer valued the entire issued share capital of Business Exchange at approximately £65.0 million.

As noted in Pyrrho's announcement on 15 February 2013, pursuant to the irrevocable undertaking given previously to Regus in connection with the offer by Regus, the Joint Administrators of Holdings had irrevocably undertaken to Regus that if: (i) there was a Higher Offer for Holdings' shareholding in Business Exchange during the period from 21 December 2012 to 14 February 2013; and (ii) Regus did not make a revised offer satisfying certain conditions prior to 00.01 (London-time) on the fourth Business Day following the expiry of that period and which was at least £500,000 higher than the amount payable to Holdings under the highest offer made, Holdings would accept that highest offer in respect of its entire legal and beneficial holding in Business Exchange.

On 15 February 2013, the Board received confirmation that Pyrrho's offer qualified as a 'Higher Offer' under the terms of the irrevocable undertaking referred to above and, as a result, Regus had the right, but not the obligation, to make a Revised Regus Offer prior to 00.01 (London-time) on 20 February 2013.

On 19 February 2013, Regus announced a revised offer to acquire the entire issued share capital of Business Exchange.  Under the terms of this revised offer, Business Exchange shareholders will receive 101.0233p per share in the capital of Business Exchange, which values the entire issued share capital of Business Exchange at approximately £65.625m.  In accordance with the irrevocable undertaking entered into between Regus and the Joint Administrators referred to above, the 75.2% interest in Business Exchange marketed by the Joint Administrators is therefore due to be acquired by Regus under its revised offer.  The Board proposes to update Business Exchange shareholders further in a shareholder circular to be published by 5 March 2013.  The Board is aware there has been a significant amount of corporate activity for shareholders surrounding these various cash offers for the Company, and is pleased that Business Exchange shareholders accepting the revised Regus offer will now receive 64% more for their Business Exchange Shares than would have been the case under the original offer announced by Regus on 21 December 2012.

Outlook

The Board is pleased that the positive momentum recorded in the earlier part of 2012 has continued throughout the remainder of the year and into 2013.  Demand for our serviced office product continues to grow as we make further improvements to the quality of both our centres and our people, who are fully aware that Business Exchange is in the hospitality sector where service levels are of paramount importance.

Our prospects for the coming year are extremely positive and our prime position as London's leading provider of serviced office space will stand us in good stead over the next 12 months.  With our rolling refurbishment programme and controlled expansion of the portfolio, we look forward to the coming year with confidence and optimism.

John Spencer

Chief Executive

20 February 2013

KEY FINANCIAL HIGHLIGHTS

The key performance indicators for the business, its trading performance and other selected information for the six months ended 31 December 2012 and the year ended 30 June 2012, are summarised below:-



6 months ended

31 December 2012

Year ended

30 June 2012

Operating statistics




Revenue

£'000

61,550

121,080

Occupancy at period end ?

%

83

83

Annualised revenue per available workstation (REVPAW) at period end ?

£

7,447

7,530

Annualised revenue per occupied workstation (REVPOW) at period end ?

£

8,931

9,029

Operating EBITDA ?

£'000

5,097

4,304

Leased centres at period end

Number

47

47

Operating and Management Agreement centres at period end

Number

7

7

Management contract centres at period end

Number

10

10







6 months ended

31 December 2012

Year ended

30 June 2012

Financial performance




Exceptional items provided for in financial statements

£'000

(3,135)

(15,165)

Loss before tax

£'000

(646)

(14,854)

Loss after tax

£'000

(1,527)

(6,389)

Basic loss per share

Pence

(2.4)

(9.6)







At
31 December 2012

At
30 June 2012

Other selected information




Property, plant and equipment

£'000

35,300

37,951

Net cash

£'000

850

1,082

Net assets

£'000

4,376

5,923





?Leased centres only.

As defined in note 1 to the financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 31 December 2012



6 months ended

31 December 2012

Year ended

30 June 2012


Notes

£'000

£'000

Revenue

1

61,550

121,080

Cost of sales


(58,143)

(119,838)

Gross profit


3,407

1,242

Other operating income

1

-

2,000

Administrative expenses - other


(768)

(2,830)

Administrative expenses - exceptional items

2

(3,135)

(15,165)

Administrative expenses


(3,903)

(17,995)

Loss from operating activities


(496)

(14,753)

Finance income


9

33

Finance expense


(159)

(134)

Loss before taxation


(646)

(14,854)

Taxation

3

(881)

8,465

Loss and total comprehensive income for the period


(1,527)

(6,389)

Attributable to:




Owners of the parent company


(1,567)

(6,248)

Non-controlling interests


40

(141)



(1,527)

(6,389)

Basic and diluted loss per share

4

(2.4p)

(9.6p)

All amounts relate to continuing operations.

The notes below form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 31 December 2012



31 December

2012

30 June

2012


Notes

£'000

£'000

Non-current assets




Intangible asset - goodwill


7,587

7,587

Property, plant and equipment

5

35,300

37,951

Deferred tax asset

8

7,584

8,465

Other receivables


940

940



51,411

54,943





Current assets




Trade and other receivables


22,712

19,946

Cash and cash equivalents

6

850

3,360



23,562

23,306





Total assets


74,973

78,249





Current liabilities




Overdraft - cheques in transit

6

-

(2,278)

Trade and other payables

7

(47,320)

(46,317)



(47,320)

(48,595)





Non-current liabilities




Other payables and accruals

7

(18,120)

(18,861)

Provisions


(5,157)

(4,870)



(23,277)

(23,731)





Total liabilities


(70,597)

(72,326)





Netassets


4,376

5,923





Equity




Share capital


65

65

Share premium account


35,459

35,459

Capital redemption reserve


4

4

Merger reserve


38,831

38,831

Retained earnings


(69,983)

(65,726)

Total equity attributable to owners of the parent company


4,376

8,633

Non-controlling interests


-

(2,710)





Total equity


4,376

5,923

The notes below form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 31 December 2012


Share

capital

Share

premium

Capital

redemp-tion

reserve

Merger

reserve

Retained

earnings

Total

Non-

control-ling

interests

Total

equity


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 30 June 2011

65

35,459

4

38,831

(59,478)

14,881

(2,569)

12,312

Total comprehensive income for the year

-

-

-

-

(6,248)

(6,248)

(141)

(6,389)

At 30 June 2012

65

35,459

4

38,831

(65,726)

8,633

(2,710)

5,923

Total comprehensive income for the period

-

-

-

-

(1,567)

(1,567)

40

(1,527)

Acquisition of non-controlling interest in subsidiary

-

-

-

-

(2,690)

(2,690)

2,670

(20)

At 31 December

2012

65

35,459

4

38,831

(69,983)

4,376

-

4,376

The notes below form part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the six months ended 31 December 2012


Notes

6 months ended

31 December 2012

£'000

Year ended

30 June 2012

£'000

Loss for the period


(1,527)

(6,389)

Adjustments




Taxation

3

881

(8,465)

Exceptional items

2

1,552

11,998

Finance income


(9)

(33)

Finance expense


159

134

Depreciation of property, plant and equipment


3,534

6,330

(Profit) / Loss on disposal of fixed assets


(2)

48

Cash flows from operations before changes in working capital


4,588

3,623

Change in trade and other receivables


(2,764)

(1,114)

Change in trade and other payables


183

4,932

Change in provisions


(786)

312

Cash settled share-based obligations paid


-

(2,400)

Cash generated from operations


1,221

5,353

Interest paid


(82)

(134)

Net cash inflow from operating activities


1,139

5,219

Cash flows from investing activities




Interest received


9

36

Purchase of property, plant and equipment

5

(1,371)

(2,591)

Proceeds from disposal of fixed assets


11

283

Net cash used in investing activities


(1,351)

(2,272)

Cash flows from financing activities




Acquisition of non-controlling interest in subsidiary


(20)

-

Net cash used in financing activities


(20)

-

Net (decrease) / increase in cash and cash equivalents


(232)

2,947

Opening cash and cash equivalents


1,082

(1,865)

Closing cash and cash equivalents

6

850

1,082

The notes below form part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTING POLICIES

Basis of preparation

MWB Business Exchange Plc (the 'Company') is a company domiciled in the United Kingdom.  On 11 December 2012, the Company announced its intention to change its accounting reference date back to 31 December from 30 June.  Accordingly the audited financial statements of the Group cover the six months ended 31 December 2012 whilst the comparative figures cover the year ended 30 June 2012.

The consolidated financial statements of the Company as at, and for the six months ended, 31 December 2012 comprise the financial statements of the Company and its subsidiaries (together the 'Group').  The Group is primarily involved in the provision of flexible serviced office space.

Consistent with previous years, the Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU.

The results have been prepared on the basis of the accounting policies adopted in the Group's financial statements for the year ended 30 June 2012.

Basis of consolidation

Subsidiaries are entities controlled by the Group.  Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.  In assessing control, potential voting rights that are currently exercisable or convertible are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.  Where necessary, accounting policies of subsidiaries are changed on acquisition to align them with the policies adopted by the Group.

Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.  Operations conducted by Group subsidiaries on an agency basis for third parties are excluded from the consolidation, both as regards the Statement of Comprehensive Income and the Statement of Financial Position.

Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.  Actual results may differ from these estimates.  Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:-

Note 5         measurement of impairment of property, plant and equipment

Note 8         recognition of deferred tax asset

1          SEGMENT REPORTING

Segmental information is presented in respect of the Group's businesses.  The primary format is based on the Group's internal reporting structure.

The Group comprises the following main business segments:

Leased Centres: four and five star serviced office accommodation under the Business Exchangebrand and three star serviced office accommodation under the MWB Essentialbrand.

Other Centres: those run under Operating and Management Agreements (OMAs) within Group-owned special purpose vehicles.  For these centres the Group-owned company acts as principal and there is a profit sharing arrangement with the landlord.

The income from non-consolidated centres run as Agencies or under Management Agreements, i.e. those for which the Group earns a fee by acting as agent for the landlord, is included under Leased Centres, as reported internally.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.  Inter-segment pricing is determined on an arm's length basis.  The Group does not report internally segmental Statement of Financial Position information.

6 months ended 31 December 2012

Leased Centres

Other

Centres

Consolidated


£'000

£'000

£'000

Serviced office revenue

50,946

5,029

55,975

Meeting and training room revenue

4,666

518

5,184

Managed centres revenue

391

-

391

Revenue per Statement of Comprehensive Income

56,003

5,547

61,550

Property costs

(28,409)

(3,738)

(32,147)

Site employment costs

(10,574)

(438)

(11,012)

Site overheads

(5,734)

(532)

(6,266)

Variable costs of sales

(5,105)

(613)

(5,718)

Marketing and other central costs

(1,226)

(84)

(1,310)

Total operating expense

(51,048)

(5,405)

(56,453)

Segment operating EBITDA ?

4,955

142

5,097

Provision against balances with subsidiaries of MWB Group Holdings Plc (note 2)

(1,583)

-

(1,583)

Depreciation and amortisation ?

(3,864)

(146)

(4,010)

Results from operating activities

(492)

(4)

(496)

Net finance expense

(149)

(1)

(150)

Loss before tax

(641)

(5)

(646)

Taxation

(881)

-

(881)

Loss for the period

(1,522)

(5)

(1,527)





Leased centres at period end

47

-

47

OMAs at period end

1

6

7

Managed centres at period end

10

-

10

Year ended 30 June 2012

Leased

Centres

Other

Centres

Consolidated


£'000

£'000

£'000

Serviced office revenue

99,112

10,475

109,587

Meeting and training room revenue

9,586

1,092

10,678

Managed centres revenue

815

-

815

Revenue per Statement of Comprehensive Income

109,513

11,567

121,080

Other operating income

2,000

-

2,000

Total revenue and other income

111,513

11,567

123,080

Property costs

(60,208)

(7,532)

(67,740)

Site employment costs

(19,784)

(1,132)

(20,916)

Site overheads

(13,503)

(1,366)

(14,869)

Variable costs of sales

(9,367)

(1,163)

(10,530)

Marketing and other central costs

(4,660)

(61)

(4,721)

Total operating expense

(107,522)

(11,254)

(118,776)

Segment operating EBITDA ?

3,991

313

4,304

Provision against balances with subsidiaries of MWB Group Holdings Plc (note 2)

(11,479)

-

(11,479)

Depreciation and amortisation ?

(7,287)

(291)

(7,578)

Results from operating activities

(14,775)

22

(14,753)

Net finance expense

(94)

(7)

(101)

Loss before tax

(14,869)

15

(14,854)

Taxation

8,465

-

8,465

Loss for the year

(6,404)

15

(6,389)





Leased centres at year end

47

-

47

OMAs at year end

1

6

7

Managed centres at year end

10

-

10

The 'other operating income' shown above represents the premium received on the surrender, at the landlord's request, of the lease of the business centre at Lasenby House in March 2012.  As a consequence of this lease termination, fixed assets with a net book value of £163,000 were written off.

All impairments in both the current period and the previous year relate to the Leased Centres segment.

?= Operating EBITDA is defined as earnings before interest, tax, depreciation, amortisation and accelerated depreciation on impairment of fixed assets.  Profits or losses on the disposal of fixed assets are excluded and are shown above as part of 'depreciation and amortisation'.  Provisions against balances receivable from the Group's ultimate parent company are shown below Operating EBITDA.

All operations are carried out in Great Britain.

2          EXCEPTIONAL ITEMS


6 months ended

31 December 2012

Year ended

30 June 2012


£'000

£'000

The exceptional items comprise:-



Provision against amounts due from subsidiaries of MWB Group Holdings Plc

-

8,312

Provision against part-paid asset due from subsidiaries of MWB Group Holdings Plc

1,583

3,167

Impairment of fixed assets (see note 5)

479

1,200

Provision for onerous leases

1,073

2,486

Total charge

3,135

15,165




As a result of the announcement issued by the board of Holdings on 16 November 2012, when administrators were appointed over the assets of Holdings, and subsequent events, a provision was established against an asset the Group was purchasing from Holdings by monthly payments, which at 30 June 2012 totalled £3,167,000.  Two further payments totalling £1,583,000 had been made before the appointment of administrators by Holdings and these have been fully provided at 31 December 2012.  In accordance with the revised cash offer for the Company, announced by Regus Plc on 19 February 2013, the Joint Administrators of Holdings have waived, from completion of that offer, any claims either to the unpaid element to any other sums potentially payable by the Business Exchange Group to the rest of the Holdings group.

At 30 June 2012 a review was performed of all leases held by the Group.  Provisions were established against those business centres likely not to be profitable through to the end of their leases.  The relevant fixed assets for those same business centres were fully impaired.  A similar review at 31 December 2012 led to further impairments and onerous leases provisions.

3          TAXATION

The taxation (charge) / credit for the period in the Statement of Comprehensive Income arose as follows:-


6 months ended

31 December 2012

£'000

Year ended

30 June 2012

£'000

Current taxation



UK corporation tax



Arising on loss for the period

-

-

Deferred taxation (charge) / credit



Deferred tax charge arising from reduction in corporation tax rates

(330)

-

Deferred tax credit arising on accelerated capital allowances

367

2,851

Deferred tax charge arising from utilisation of trading losses

(918)

5,614

Total corporation tax (charge) / credit for the period

(881)

8,465

No tax was recognised directly in equity during the six months ended 31 December 2012 or the year ended 30 June 2012.

4          LOSS PER SHARE

The earnings per share figures are calculated by dividing the loss attributable to equity shareholders of the Company for the period by the weighted average number of ordinary shares in issue during the period, as follows:-


6 months ended

31 December 2012

£'000

Year ended

30 June 2012

£'000

Loss attributable to equity shareholders of the Company

(1,567)

(6,248)





Number

'000

Number

'000

Weighted average number of ordinary shares - basic and diluted

64,960

64,960

Loss and diluted loss per share

(2.4p)

(9.6p)

5          PROPERTY, PLANT AND EQUIPMENT

6 months to 31 December 2012

Operating

leasehold

improvements

Plant, machinery,

fixtures &

equipment

Total


£'000

£'000

£'000

Cost




At 1 July 2012

52,024

16,196

68,220

Additions

1,015

356

1,371

Retirements

(30)

(368)

(398)

Disposals

(5)

(12)

(17)

At 31 December 2012

53,004

16,172

69,176





Depreciation




At 1 July 2012

(21,629)

(8,640)

(30,269)

Charge for the period

(2,360)

(1,174)

(3,534)

Impairment

(414)

(65)

(479)

Retirements

30

368

398

Disposals

2

6

8

At 31 December 2012

(24,371)

(9,505)

(33,876)





Net book value

At 31 December 2012

28,633

6,667

35,300

The impairment charge relates to the fixed assets of certain business centres (cash-generating units) which have been ascertained as likely not to be profitable through to the end of their respective leases.  These assets have therefore been written down to their expected value in use.  The variables used in this review have been assessed on a centre-by-centre basis.

6          CASH AND CASH EQUIVALENTS


31 December 2012

£'000

30 June 2012

£'000




Cash and current accounts at bank

845

247

Short-term fixed rate deposits at bank

5

3,113

Cash and cash equivalents

850

3,360

Less overdraft - cheques in transit

-

(2,278)

Cash and cash equivalents per Statement of Cash Flows

850

1,082

The 'overdraft' represents cheques in transit at the reporting date which were covered by incoming funds by the date they cleared the bank.  At no point either side of the reporting date was any bank account actually overdrawn.

7          TRADE AND OTHER PAYABLES


31 December 2012

£'000

30 June 2012

£'000

Current liabilities



Trade payables

1,927

1,277

Client deposits

15,427

15,661

Operating lease incentives

1,712

1,647

Accruals

16,513

15,968

PAYE, NIC and VAT

2,152

2,291

Deferred income

9,589

9,473


47,320

46,317

Non-current liabilities



Operating lease incentives

18,120

18,861

Operating lease incentives represent the deferral of incentives received and receivable on property leases, calculated so that the annual rent charge is constant throughout the entire lease period.

8          DEFERRED TAXATION

The deferred taxation assets at 31 December 2012 and the previous year end arose as follows:-


31 December 2012


Total

£'000

Provided

£'000

Not provided

£'000

Accelerated capital allowances

3,084

3,084

-

Trading tax losses

5,201

4,500

701

Other tax losses

291

-

291


8,576

7,584

992


30 June 2012


Total

£'000

Provided

£'000

Not provided

£'000

Accelerated capital allowances

2,851

2,851

-

Trading tax losses

6,940

5,614

1,326

Other tax losses

309

-

309


10,100

8,465

1,635

Deferred tax assets and liabilities provided

The future utilisation of deferred tax assets has been based on the Board-approved budgets to 31 December 2013 and extrapolations thereafter.  At 31 December 2012, the Group had accelerated capital allowances and trading tax losses from current and prior periods amounting to £33.0 million (30 June 2012: £35.3 million) that are expected to be available to reduce future corporation tax liabilities likely to arise in the Group.  This amount has been recognised at 23% (30 June 2012: 24%) in the deferred tax asset of £7.6 million at the period end (30 June 2012: £8.5 million).

Deferred tax assets and liabilities not provided

In addition the Group has trading and other tax losses totalling £4.3 million (30 June 2012: £6.8 million) that are not expected to be capable of utilisation because they arise in parts of the Group that are not expected to be profit making in the foreseeable future.  These are reflected at the prevailing tax rate of 23% (30 June 2012: 24%) in the figure of £1.0 million (30 June 2012: £1.6 million) disclosed above.

9          POST-BALANCE SHEET EVENTS

(i)      As set out in the Company's circular to Business Exchange Shareholders published on 31 January 2013, on 29 January 2013 the Company received a letter from solicitors acting for Pyrrho Investments Limited ('Pyrrho'). In the letter, Pyrrho threatened to issue a petition under section 994 of the Companies Act 2006 alleging unfair prejudice.  Pyrrho issued a petition on 11 February 2013, and served that 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.

The allegations made by Pyrrho relate to loans made by the Company to various subsidiaries of MWB Group Holdings Plc (in administration) ('Holdings') between 2009 and 2012 (of which approximately £8.3 million remains outstanding from those subsidiaries to the Company at the date of approval of these financial statements) and the arrangements between Business Exchange and Holdings relating to the purchase of an asset as referred to in note 2.  Pyrrho asserts that these loans and arrangements were not made in the interests of the Company, and infers that they were made with a view to preferring the interests of Holdings to those of the Company.  Pyrrho alleges that the current and/or former directors of the Company who caused or allowed these loans and arrangements to be entered into, breached their duties as Directors of the Company and that its interest was unfairly prejudiced as a result of these loans and arrangements.

A number of possible orders may be sought in section 994 proceedings and the court is empowered to make such an order as it thinks fit for giving relief in respect of the matters complained of, as set out in section 996 of the Companies Act 2006.  Section 996 sets out the following examples of the orders that may be given:

(a)   an order to regulate the conduct of the Company's affairs in the future;

(b)   an order to require the Company:

(i)       to refrain from doing or continuing an act complained of; or

(ii)      to do an act that the petitioner has complained it had omitted to do;

(c)   an order to authorise civil proceedings to be brought in the name and on behalf of the Company by such person or persons and on such terms as the court may direct;

(d)   an order to require the Company not to make any, or any specified, alterations in its articles of association without the leave of the court; and/or

(e)   an order to provide for the purchase of the shares of any member of the Company by other members or by the Company itself and, in the case of a purchase by the Company itself, the reduction of the Company's capital accordingly.

The petition issued by Pyrrho on 11 February 2013 seeks:

(a)   an order that Holdings purchase Pyrrho's Shares at a fair value to be determined; alternatively

(b)   an order requiring a payment to be made by Holdings to compensate Pyrrho (on two alternative bases of calculation) for the alleged diminution in the value of Pyrrho's Business Exchange Shares; further or alternatively

(c)   an order that Pyrrho be authorised to bring proceedings on behalf of the Company against the former and/or current directors of the Company responsible for the conduct complained of; and

(d)   unspecified further or other relief.

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 do not currently believe that these proceedings, as they are currently framed, will have a material adverse effect on the Company's financial condition.

(ii)      No amounts have been accrued in these financial statements regarding the LTIS.  In light of a non-adjusting event subsequent to the reporting date (namely the revised offer received from Regus Plc, see above), the Board anticipates that second stage LTIS payments will fall due and be settled during the year ending 31 December 2013.

10.     PRELIMINARY ANNOUNCEMENT AND FINANCIAL STATEMENTS

The financial information set out in this preliminary announcement of results in relation to MWB Business Exchange Plc includes information for the six months ended 31 December 2012, with comparative information for year ended 30 June 2012.  The financial information above does not constitute the Company's financial statements for the period ended 31 December 2012 or for the year ended 30 June 2012.   The report and financial statements for the year ended 30 June 2012 has been filed with the Registrar of Companies.  The independent auditors' report on the report and financial statements for the year ended 30 June 2012 was unqualified; it did not draw attention to any matters by way of emphasis, and did not contain a statement under Section 498(2) or 498(3) of the Companies Act 2006.  An electronic copy of this preliminary announcement of results for the six months ended 31 December 2012 has been made available on the Company's website athttp://www.mwbex.com/more/investor-relations/publicationsfrom the date of its announcement on 20 February 2013.  The audited financial statements of the Company for the year ended 30 June 2012 and further copies of this preliminary announcement of results are available from the Company Secretary, City Group P.L.C., at the Company's registered office of 1 West Garden Place, Kendal Street, London W2 2AQ.

Statement of directors' responsibilities in respectof the REPORT and FINANCIAL STATEMENTS

The Directors are responsible for preparing the Report of the Directors and the group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare group and parent company financial statements for each financial year.  As required by the AIM Rules of the London Stock Exchange they are required to prepare the group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent company financial statements, the Directors are required to:

?select suitable accounting policies and then apply them consistently;

?make judgments and estimates that are reasonable and prudent;

?for the group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;

?for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006.  They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website.  Financial statements are published on the company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions.  The maintenance and integrity of the company's website is the responsibility of the Directors.  The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

We, the Directors of the Company, confirm that to the best of our knowledge:-

·  the financial statements of the Group have been prepared in accordance with IFRSs as adopted by the EU, and for the Company under UK GAAP, in accordance with applicable United Kingdom law and give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

·  the Report of the Directors includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that face the Group.

By order of the Board

John Spencer                                                                                                    Andrew Blurton

Chief Executive                                                                                                 Corporate Finance Director

20 February 2013

UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS 2009 TO 2012

The Group changed its accounting reference date to 30 June during 2011, when 18 month results were produced, and back to 31 December during 2012, at which date the 6 month results in this document have been produced.

The change in reporting date to 30 June was occasioned by the requirements of the Group's previous holding company.  However, these are no longer relevant as that company was placed in administration in November 2012 and the decision was therefore taken by the Board to return the reporting date to 31 December in accordance with the requirements of Business Exchange.

The proforma information below shows the annual results of the Group derived from its audited period end results and unaudited half yearly financial reports, so as to present the annual performance of the Group during the period January 2009 to December 2012.  The basis of preparation and the accounting policies applied in the preparation of the proforma information is consistent with those policies applied in the preparation of the audited period end results and the unaudited half-yearly financial reports, for the periods then ended (with the 2009 results restated as shown in 2011 comparative figures).

UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS 2009 TO 2012


Year ended 31 December


2012

2011

2010

2009


£'000

£'000

£'000

£'000

Revenue

122,688

115,744

109,403

112,416

Other operating income

2,000

-

-

-

Cost of sales excluding depreciation ?

(111,303)

(111,919)

(106,163)

(100,326)

Exceptional item - provision for onerous leases

(3,559)

-

-

-

Administrative expenses

(1,473)

(3,141)

(1,971)

(1,078)

EBITDA ?

8,353

684

1,269

11,012

Depreciation ? arising in the normal course of business

(6,901)

(6,264)

(6,178)

(4,738)

Exceptional item - impairment of goodwill and fixed assets

(1,679)

(4,131)

-

-

Exceptional item - provision against balances with subsidiaries of MWB Group Holdings Plc

(13,062)

-

-

-

Total post-EBITDA exceptional items

(14,741)

(4,131)

-

-

Results from operating activities

(13,289)

(9,711)

(4,909)

6,274

Finance income

29

26

208

297

Finance expense

(239)

(196)

(321)

(502)

Profit / (Loss) before taxation

(13,499)

(9,881)

(5,022)

6,069

Taxation

7,584

-

(6)

(9)

Profit / (Loss) and total comprehensive income for the year

(5,915)

(9,881)

(5,028)

6,060

Attributable to:





Owners of the parent company

(5,907)

(8,470)

(4,871)

7,154

Non-controlling interests

(8)

(1,411)

(157)

(1,094)


(5,915)

(9,881)

(5,028)

6,060

Basic and diluted profit / (loss) per share

(9.1p)

(13.0p)

(7.5p)

10.7p

?'Depreciation' includes depreciation, amortisation and profits or losses on the disposal of fixed assets.

?Earnings before interest, tax, depreciation and amortisation, as defined in note 1 to the financial statements.

UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

FOR THE YEARS 2009 TO 2012


At 31 December


2012

2011

2010

2009


£'000

£'000

£'000

£'000

Non-current assets





Intangible asset - goodwill

7,587

7,587

10,412

10,412

Property, plant and equipment

35,300

40,973

46,141

42,088

Deferred tax asset

7,584

-

-

-

Other receivables

940

978

1,048

2,062


51,411

49,538

57,601

54,562






Current assets





Trade and other receivables

22,712

25,592

22,196

27,956

Cash and cash equivalents

850

4,382

3,812

6,433


23,562

29,974

26,008

34,389






Total assets

74,973

79,512

83,609

88,951






Current liabilities





Trade and other payables

(47,320)

(47,395)

(40,893)

(45,497)


(47,320)

(47,395)

(40,893)

(45,947)






Non-current liabilities





Other payables and accruals

(18,120)

(19,621)

(20,512)

(17,955)

Provisions

(5,157)

(2,185)

(2,035)

-


(23,277)

(21,806)

(22,547)

(17,955)






Total liabilities

(70,597)

(69,201)

(63,440)

(63,452)






Netassets

4,376

10,311

20,169

25,499






Equity





Share capital

65

65

65

66

Share premium account

35,459

35,459

35,459

35,459

Capital redemption reserve

4

4

4

3

Merger reserve

38,831

38,831

38,831

38,831

Retained earnings

(69,983)

(61,386)

(52,939)

(47,766)

Total equity attributable to owners of the parent company

4,376

12,973

21,420

26,593

Non-controlling interests

-

(2,662)

(1,251)

(1,094)






Total equity

4,376

10,311

20,169

25,499

UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS 2009 TO 2012


Year ended 31 December


2012

2011

2010

2009


£'000

£'000

£'000

£'000

Profit / (Loss) for the year

(5,915)

(9,881)

(5,028)

6,060

Adjustments





Taxation

(7,584)

-

6

9

Exceptional items

13,550

4,131

-

-

Finance income

(29)

(26)

(208)

(297)

Finance expense

239

196

321

502

Depreciation of property, plant and equipment

6,748

6,323

6,090

4,716

Loss / (Profit) on disposal of fixed assets

154

(59)

88

22

Equity settled share-based obligations

-

23

155

275

Cash settled share-based obligations

-

-

-

1,100

Cash flows from operations before changes in working capital

7,163

707

1,424

12,387

Change in trade and other receivables

(5,395)

(3,322)

6,772

(9,279)

Change in trade and other payables

(1,663)

5,618

(1,253)

10,293

Change in provisions

1,899

150

2,035

-

Cash settled share-based obligations paid

(2,400)

-

(800)

-

Cash generated from operations

(396)

3,153

8,178

13,401

Corporation tax paid

-

-

(6)

(109)

Interest paid

(239)

(203)

(315)

(409)

Net cash inflow / (outflow) from operating activities

(635)

2,950

7,857

12,883

Cash flows from investing activities





Interest received

30

23

209

348

Acquisition of subsidiary, net of cash acquired

-

-

-

(2,138)

Purchase of property, plant and equipment

(2,921)

(2,692)

(10,440)

(8,821)

Proceeds from disposal of fixed assets

14

289

210

24

Net cash used in investing activities

(2,877)

(2,380)

(10,021)

(10,587)

Cash flows from financing activities





Acquisition of non-controlling interest in subsidiary

(20)

-

(150)

-

Borrowings repaid

-

-

-

(6,971)

Dividends paid

-

-

-

(9,846)

Purchase of own shares, inclusive of costs

-

-

(307)

(2,379)

Net cash used in financing activities

(20)

-

(457)

(19,196)

Net increase / (decrease) in cash and cash equivalents

(3,532)

570

(2,621)

(16,900)

Opening cash and cash equivalents

4,382

3,812

6,433

23,333

Closing cash and cash equivalents

850

4,382

3,812

6,433

GROUP BUSINESS CENTRES at 31 December 2012

Contact details for all business centres operated by the Group:-

Telephone:

Freephone 0808 100 1800

Web:

www.mwbex.com

Leased centres

Location

Number of

workstations

43 Temple Row

Birmingham B2 5LS

269

Atrium Court, The Ring

Bracknell RG12 1BW

422

Lower Castle Street

Bristol BS1 3AG

250

Wellington House, East Road

Cambridge CB1 1BH

174

9-10 St. Andrew Square

Edinburgh EH2 2AF

344

Westpoint, 4 Redheughs Rigg, South Gyle

Edinburgh EH12 9DQ

265

Crossweys, 28-30 High Street

Guildford GU1 3EL

164

1 Farnham Road

Guildford GU2 4RG

299

Craneshaw House, 8 Douglas Road

Hounslow TW3 1DA

153

Vantage House, 21-23 Wellington Street

Leeds LS1 4DE

370

1 Whitehall, Whitehall Road

Leeds LS1 4HR

412

Liverpool Street, 55 Old Broad Street

London EC2M 1RX

244

Providian House, 16-18 Monument Street

London EC3R 8AJ

246

107-111 Fleet Street

London EC4A 2AB

419

60 Cannon Street

London EC4N 6JP

340

Winchester House, 259-269 Old Marylebone Road

London NW1 5RA

361

Alpha House, 100 Borough High Street

London SE1 1LB

260

6 Hays Lane

London SE1 2QG

255

10 Greycoat Place

London SW1P 1SB

518

14 Basil Street, Knightsbridge

London SW3 1AJ

410

Liberty House, 222 Regent Street

London W1B 5TR

403

77 Oxford Street

London W1D 2ES

312

18 Soho Square

London W1D 3QL

294

Cobalt Building, 19-20 Noel Street

London W1F 8GW

131

33 Cavendish Square

London W1G 0PW

516

Marble Arch Tower, 55 Bryanston Street

London W1H 7AA

305

1 Berkeley Street

London W1J 8DJ

411

85 Tottenham Court Road

London W1T 4DU

380

83 Baker Street

London W1U 6LA

347

One Kingdom Street, Paddington Central

London W2 6BD

307

26-28 Hammersmith Grove

London W6 7BA

514

4/4a Bloomsbury Square

London WC1A 2RP

163

344-354 Gray's Inn Road

London WC1X 8BP

291

88 Kingsway

London WC2B 6AA

338

Amadeus House, Floral Street

London WC2E 9DP

273

25 Floral Street

London WC2E 9DS

284

53-59 Chandos Place

London WC2N 4HS

212

Golden Cross House, 8 Duncannon Street

London WC2N 4JF

506



12,162

Leased centres (continued)

Location

Number of

Workstations

Siena Court, The Broadway

Maidenhead SL6 1NJ

191

Trident One, Styal Road

Manchester M22 5XB

300

Exchange House, 494 Midsummer Boulevard

Milton Keynes MK9 2EA

239

15 Wheeler Gate

Nottingham NG1 2NA

122

John Eccles House, Robert Robinson Avenue,
   Oxford Science Park

Oxford OX4 4GP

112

Atlantic House, Imperial Way

Reading RG2 0TD

366

Parkshot House, 5 Kew Road

Richmond TW9 2PR

456

Centurion House, London Road

Staines-upon-Thames TW18 4AX

217

Regal House, 70 London Road

Twickenham TW1 3QS

127

47 leased centres at 31 December 2012


14,292

Operating and Management Agreement centres

Location

Number of

Workstations

Level 33, 25 Canada Square, Canary Wharf

London E14 5LB

226

27 Austin Friars

London EC2N 2QP

124

133 Houndsditch

London EC3A 7AH

350

St. Clement's House, 27/28 Clement's Lane

London EC4N 7AE

418

Westgate House, Westgate Road

London W5 1YY

179

Pall Mall Court, King Street

Manchester M2 4PD

237

Elizabeth House, Duke Street

Woking GU21 5AM

61

7 Operating and Management Agreement

centres at 31 December 2012


1,595




Management contract centres

Location

Number of

Workstations

Tower Point, 44 North Road

Brighton BN1 1YR

350

Imperial House, Hornby Street

Bury BL9 5BN

407

Europa House, Barcroft Street

Bury BL9 5BT

263

Minerva House, Hornby Street

Bury BL9 5BW

70

Copthall Bridge House, Station Bridge

Harrogate HG1 1SP

177

Silk House Court, Tithebarn Street

Liverpool L2 2LZ

114

1 Sekforde Street, Clerkenwell

London EC1R 0BE

256

London Wall City Business Centre
   2 London Wall Buildings

London EC2M 5UU

156

52 Grosvenor Gardens

London SW1W 0AU

242

Cuthbert House, City Road, All Saints

Newcastle-upon-Tyne NE1 2ET

192

10 management contract centres

at 31 December 2012


2,227




Total



64 centres at 31 December 2012


18,114


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