MWB BUSINESS EXCHANGE PLC 
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FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rule 8.1 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the person whose positions/dealings are being disclosed: | Gallant Victor Holdings Limited |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | Pyrrho Investments Limited |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | MWB Business Exchange Plc |
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | |
(e) Date position held/dealing undertaken: | 14 February 2013 |
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? | Opening Position Disclosure made by Pyrrho Investments Limited on 9 January 2013 |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security: | Ordinary 0.1 pence shares | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 10,846,046 | 16.7 | Nil | |
(2) Derivatives (other than options): | Nil | Nil | ||
(3) Options and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | 16.7 | 16.7 | Nil | |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code) |
Pursuant to the irrevocable undertaking given previously by MWB Property Limited (MWBPL) to Marley Acquisitions Limited (MAL) in connection with the offer made by MAL on 17 January 2013 (the Regus Irrevocable Undertaking), MWBPL has irrevocably undertaken to MAL that if (i) there is a higher offer for MWBPL's shareholding in MWB Business Exchange Plc during the eight week period expiring at 23:59 (London-time) on 14 February 2013 (the Marketing Period) and (ii) MAL 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 £500,000 more than the amount payable to MWBPL pursuant to the highest offer made during the Marketing Period (a Revised Offer), MWBPL will accept the highest offer made during the Marketing Period in respect of its holding of 48,863,129 ordinary shares in MWB Business Exchange Plc. Gallant Victor Holdings Limited (GVHL), MWBPL and MWB Group Holdings Plc (MWB) have entered into a framework agreement under which MWBPL and MWB have irrevocably undertaken to GVHL that if (i) its offer is the highest offer made during the Marketing Period and (ii) the amount of consideration offered pursuant to its offer to MWBPL is equal to, or greater than, £35,000,000, and (iii) MAL does not make a Revised Offer, MWBPL shall, and MWB shall procure that MWBPL shall, fulfil the obligation described above to MAL under the Regus Irrevocable Undertaking given to MAL in respect of the offer by GVHL. The framework agreement will cease to be binding if the offer by GVHL 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 to MWB and MWB Serviced Office Holdings Limited). |
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security | Purchase/sale | Number of securities | Price per unit |
(b) Derivatives transactions (other than options)
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
(ii) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: If there are no such agreements, arrangements or understandings, state "none" |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None |
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | NO |
| Date of disclosure: | 14 February 2013 |
| Contact name: | Paul Cummins, Gallant Victor Holdings Limited |
| Telephone number: | +852 2376 0686 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
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