- Part 3: For the preceeding part double click ID
Richard Balfour- Lynn, Jagtar Singh and Michael Bibring, being all the Executive Directors other than
Andrew Blurton and being those Executive Directors who have the outside interests referred to in the Prospectus
"Issue Price" 30 pence per New Unit
"Liberty" Liberty Plc, MWB's 68.3 per cent. owned subsidiary whose ordinary
shares are admitted to trading on AIM, and including, where the context requires, its wholly owned subsidiaries
"Liberty Pension Scheme" the Liberty Retail Plc defined benefit pension scheme
"licence fee" the fee payable for occupation of serviced office space in a Business
Exchange centre which is usually inclusive of rates, service charges, building management, building insurance (but
excluding client contents), lighting, heating, cleaning, security and
the use of reception and related facilities
"Listing Rules" the rules and regulations made by the FSA under Part VI of FSMA, as
amended from time to time
"Loan Stock" the P30 million Unsecured Loan Stock 2009/2012 with an interest rate
of 9.75 per cent, constituted by the Loan Stock Trust Deed
"Loan Stock Amendments" the proposed amendments to the Loan Stock Trust Deed in the manner
described in this announcement
"Loan Stock Meeting" the extraordinary meeting of holders of Loan Stock convened for 11.30
a.m. on 11 January 2010, including any adjournment thereof
"Loan Stock Proposals" the Loan Stock Amendments and the implementation of the Loan Stock
Purchase Agreements, both as described in this announcement
"Loan Stock Purchase Agreements" the agreements dated 17 December 2009 between MWB and the Audley
Investors pursuant to which MWB has agreed to purchase for cancellation at nominal value (excluding accrued interest)
P7.5 million of the Loan Stock conditional on Admission taking place by
31 January 2010
"Loan Stock Trust Deed" the trust deed dated 28 June 2005 made between (1) MWB Property and
(2) the Loan Stock Trustee constituting the Loan Stock and which, on 11 April 2008, was novated to MWB (with MWB
assuming all the rights and liabilities of MWB Property in respect of such
Loan Stock
"Loan Stock Trustee" Capita Trust Company Limited of 7th Floor, Phoenix House, 18 King
William Street, London EC4N 7HE
"London Stock Exchange" London Stock Exchange Plc
"LTIP" the Marylebone Warwick Balfour Group Employee Trust through which
Units are held for use in incentive schemes to be provided to employees of the Group and ServCo
"Malmaison" MWB Malmaison Holdings Ltd, in which MWB Hotel Holdings Limited, a
wholly owned subsidiary of MWB, holds an interest of 82.5 per cent.
"Malmaison and Hotel du Vin" the Malmaison and Hotel du Vin operating businesses in which the Group
has an 82.5 per cent. interest
"MWB" or "Company" MWB Group Holdings Plc
"MWB Group Employee Share Scheme" the employee share scheme of the Group intended, subject to the
passing of the Revised Incentive Scheme Resolution, to be established on a sub-fund of the 2009 EBT
"MWB Independent Shareholders" the shareholders of MWB Property who were authorised to vote at
meetings of shareholders of MWB Property which excluded those shareholders of MWB Property who could obtain benefit
under the resolutions being considered at those meetings of shareholders of
MWB Property
"MWB Management" Marylebone Warwick Balfour Management Limited, a company wholly owned
by ServCo and which, at the date of this announcement, employs the majority of the head office staff of MWB
"MWB Property" MWB Property Limited, formerly named Marylebone Warwick Balfour Group
Plc (company number 3125437), previously the holding company of the Group and a wholly owned subsidiary of the Company
with effect from 3 April 2008
"New Units" the 91,666,667 new Units to be issued by the Company pursuant to the
Placing and a "New Unit" means one of them
"Non-Executive Directors" any or all of Eric Sanderson, Robert Burrow and David Marshall
"Official List" the Official List of the FSA pursuant to Part VI of FSMA
"OMA" or "Operating and Management Agreement" an operating and management agreement with a landlord or tenant of a
property under which the Business Exchange group operates or manages a serviced office and shares the operating risk of
running such serviced office with the landlord or tenant of the
property concerned
"Operating EBITDA" EBITDA excluding pre-operating costs, and one-off costs on aborted
transactions, exceptional gains and losses, brand expenditure, reorganisation costs and one-off gains or losses on
disposals of property, plant and equipment
"Operating Revenue" revenue generated by Liberty in its retail, wholesale, on#line and
Liberty of London operations excluding rental and other sundry income, as disclosed in the annual financial statements
and half-yearly financial reports of Liberty
"Ordinary Shares" the ordinary shares of 0.1 p each in the capital of the Company
"Panel" The Panel on Takeovers and Mergers
"Panmure Gordon" Panmure Gordon (UK) Limited, Moorgate Hall, 155 Moorgate, London EC2M
6XB, acting as sponsor, financial adviser, broker and underwriter to the Company
"participant ID" the identification code or membership number used in CREST to identify
a particular CREST member or other CREST participant
"Placees" any persons who have agreed or shall agree to subscribe for the New
Units pursuant to the Placing
"Placing" the placing of the New Units with the Placees at the Issue Price
"Placing Agreement" the placing agreement dated 17 December 2009 between MWB and Panmure
Gordon, further details of which are set out in the Prospectus
"Placing Resolutions" Resolutions 1 to 9 to be proposed at the General Meeting
"Primary Resolutions" Resolutions 1 to 4 to be proposed at the General Meeting
"Proposals" the Placing, the Loan Stock Proposals and the Strategic Proposals, all
as described in this announcement
"Prospectus Rules" the prospectus rules of the UK Listing Authority made in accordance
with section 73A of FSMA, as amended from time to time
"Pyrrho" Pyrrho Investment Limited, whose holding of Units is registered in the
name of Vidacos Nominees Limited
"Reduction of Capital" the reduction of authorised share capital of the Company under section
135 of the 1 985 Act to P371,000 divided into 50,000 redeemable shares of P1 each, 107,000,000 Ordinary Shares and
2,140,000,000 B Shares which became effective on 9 April 2008
"Regulated Market" a market which is regulated for the purposes of the Markets in
Financial Instruments Directive 2004/39/EC, which is operated by the London Stock Exchange as a market for listed
securities and is the market on which the Loan Stock is admitted to trading
"Regulation S" Regulation S under the US Securities Act
"Regulatory Information Service" one of the regulatory information services authorised by the UK
Listing Authority to receive, process and disseminate regulatory information in respect of listed companies
"Related Party Transaction" each of: (a) the issue of New Units to Pyrrho and/or its associates
under the Placing; (b) the issue of New Units to Richard Balfour-Lynn and/or his associates under the Placing; (c) the
issue of New Units to John Harrison and/or his associates under the
Placing; and (d) the issue of New Units to Joseph Shashou and/or his
associates under the Placing
"Remuneration Committee" the remuneration committee established by the Board, comprising the
Non-Executive Directors
"Resolutions" the ordinary and special resolutions to be proposed at the General
Meeting and set out in the notice of the General Meeting set out in Part IX of the Prospectus
"Revised Incentive Scheme" the 2002 Incentive Scheme the rules of which are proposed to be
revised in accordance with the changes summarised in the Prospectus, which revisions are conditional on the passing of
Resolution 10 at the General Meeting
"Revised Incentive Scheme Resolution" Resolution 10 to be proposed at the General Meeting
"REVPAW" or "revenue per available workstation" licence fees and services income receivable on an annual basis,
divided by the number of available workstations which is a key performance indicator used to assess revenue performance
across available space in the Business Exchange Group
"REVPOW" or "revenue per occupied workstation" licence fees and services income receivable on an annual basis,
divided by the number of occupied workstations which is a key performance indicator used to assess revenue levels
achieved on occupied space in the Business Exchange Group
"RICS" The Royal Institution of Chartered Surveyors
"Scheme" the scheme of arrangement pursuant to section 425 of the Act as set
out in more detail in the circular sent to shareholders of MWB Property dated 7 February 2008 that was approved by
shareholders of MWB Property at an extraordinary general meeting of MWB
Property on 4 March 2008 and which became effective on 3 April 2008
"ServCo" ServCo Services UK Limited (company number 6570325), including where
the context requires its subsidiaries, a company controlled by the Executive Directors together with John Harrison,
Joseph Shashou and Richard Aspland-Robinson (and which acquired in
April 2009 the business of ServCo Limited Partnership (formerly known
as Asset and Property Services Limited Partnership), a partnership established in 2002 under the laws of England and
Wales (registered number LP008066) which was ultimately controlled by
the same persons) and which, at the date of this announcement, employs
(through its ownership of MWB Management) the majority of the Group head office staff (excluding those of Malmaison,
Hotel du Vin, Business Exchange and Liberty)
"Services Agreement" the services agreement entered into between MWB Property and ServCo
Limited Partnership on 27 March 2002 and approved at an extraordinary general meeting of MWB Property held on 24 May
2002 in relation to the provision of administrative and head office
outsourced services by ServCo Limited Partnership to the Group; and as
(i) novated by MWB Property to the Company on 11 April 2008 (with MWB assuming all rights and liabilities of MWB
Property in respect of such services agreement) and (ii) novated by
ServCo Limited Partnership to ServCo in April 2009 (with ServCo
assuming all rights and liabilities of ServCo Limited Partnership in respect of such services agreement) which agreement
will terminate with effect from 1 January 2010
"Services Termination Agreement" the agreement entered into between MWB and ServCo on 17 December 2009,
pursuant to which MWB and ServCo have agreed, to terminate for no consideration, the Services Agreement with effect from
1 January 2010
"Shareholders" holders of Units, or prior to April 2008, holders of ordinary shares
in MWB Property
"SMEs" small and medium-sized enterprises with, typically, a turnover of less
than P1 million per annum and/or staff of fewer than 50
"stock account" an account within a member account in CREST to which a holding of a
particular share or other security in CREST is credited
"Strategic Proposals" the revisions to the Cash Distribution Programme, the revisions to the
2002 Incentive Scheme, the termination of the 2002 Bonus Plan and the termination of the Services Agreement, all as
described in this announcement
"Subsidiary" a company which is both under the control of the Company and is a
subsidiary of the Company (within the meaning of section 1159 of the 2006 Act)
"Trustee of the 2009 EBT" Ogier Employee Benefit Trustee Limited in its capacity as trustee of
the 2009 EBT
"Trustee of the LTIP" Ogier Employee Benefit Trustee Limited in its capacity as trustee of
the LTIP
"Tudor Building" the freehold mock Tudor building and the Muji building, Great
Marlborough Street, London W1 owned by Liberty
"UK Listing Authority" or "UKLA" the FSA in its capacity as the competent authority for the purposes of
Part VI of FSMA
"Unit" a unit, comprising one Ordinary Share and 20 B Shares in the capital
of the Company, such Ordinary Share and B Shares being transferable only in the form of a Unit and not separately and
"Units" shall be construed accordingly
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia
"US Person" a natural person resident in the US, a corporation or a partnership
organised or incorporated under the laws of the US, any estate of which any executor or administrator is a "US person"
within the meaning of rule 902(k) under the US Securities Act, any
trust of which any trustee is a "US person" within the meaning of rule
902(k) of the US Securities Act, or any other person, entity, trust or estate included within the definition of "US
person" in rule 902(k) under the US Securities Act or determined to
be resident in the US for the purposes of the US Investment Company
Act of 1940, as amended
"US Securities Act" the US Securities Act of 1933, as amended
"US Securities and Exchange Commission" the US government agency having primary responsibility for enforcing
the federal securities laws and regulating the securities industry/stock market
"Whitewash Resolution" Resolution 5 to be proposed at the General Meeting in relation to the
approval by Independent Shareholders on a poll of a waiver of any obligation which might otherwise fall on the 1997
Concert Party to make a general offer pursuant to rule 9 of the Code
granted to the 1 997 Concert Party by the Panel in connection with the
implementation of the Placing
All references to "pounds", "pounds sterling", "Sterling", "P", "pence" and "p" are to the lawful currency of the UK,
all
references to "Euro" or "E" are to the lawful currency of the member states of the European Union who adopted the Euro
in
Stage Three of the Treaty establishing Economic and Monetary Union on 1 January 1999, all references to "Yen" are to the
lawful currency of Japan and all references to "US Dollars" are to the lawful currency of the United States.
All references in this announcement to times are, unless the context otherwise appears, references to the time in
London,
UK.
All references in this announcement to times are, unless the context otherwise appears, references to the time in
London,
UK.
This information is provided by RNS
The company news service from the London Stock Exchange
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