Office2Office : Results of Court Meeting and General Meeting



Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

02 October 2014

RECOMMENDED CASH OFFER

for

OFFICE2OFFICE PLC

by

EVO BUSINESS SUPPLIES LIMITED

a newly incorporated company owned by the Endless III Funds that are managed by Endless LLP

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

The Board of office2office plc ("office2office") is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash offer by EVO Business Supplies Limited ("EVO") to acquire the entire issued and to be issued ordinary share capital of the Company by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), office2office Shareholders voted to:

·     approve the Scheme to implement the recommended cash offer by the necessary majority at the Court Meeting; and

·     pass the Special Resolution at the General Meeting.

Full details of these resolutions were set out in the notices of the Court Meeting and of the General Meeting contained in the circular to office2office Shareholders dated 8 September 2014 (the "Scheme Document").

The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 92.08 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll vote. Details of the votes cast are as follows:

	Number of Scheme Shares voted	Scheme Shares voted (%)	Number of Scheme Shareholders who voted	Scheme Shareholders who voted (%)	Number of Scheme Shares voted as a percentage of issued ordinary share capital (%)(1)
For(2)	22,604,065	99.93	93	92.08	62.25
Against	16,453	0.07	8	7.92	0.05
Total	22,620,518	100	101	100	62.30

1 The issued share capital of office2office as at the date of the Court Meeting was 36,308,984 ordinary shares of £0.01 each.

2 Any proxy appointments which gave discretion to the Chairman have been included in the Scheme Shares 'For' total

Accordingly, the resolution proposed at the Court Meeting was duly passed.

Voting results of the General Meeting

At the General Meeting, the special resolution (the "Special Resolution"), as set out in the notice of the General Meeting contained in Part Eleven (Notice of General Meeting) of the Scheme Document, was duly passed on a poll vote, and the results are detailed as follows:

Number of office2offce Shares voted(2)	Percentage of office2office Shares voted (%)(2)
For(1)	22,584,252	99.93
Against	16,453	0.07
Vote withheld(2)	(16,323)	-
Total	22,600,705	100

1 Any proxy appointments which gave discretion to the Chairman have been included in the Scheme Shares 'For' total

2 A vote "withheld"is not a vote in law and accordingly is not counted in the calculation of the proportion of the votes for and against the Special Resolution.

Next Steps

Completion of the office2office Acquisition remains subject to, inter alia, the Competition and Markets Authority indicating in terms reasonably satisfactory to EVO that it has decided not to refer the office2office Acquisition to a Phase 2 CMA Reference, the satisfaction or (where capable of being waived) waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing and confirming the Capital Reduction at the Reduction Court Hearing. The Scheme Court Hearing and Reduction Court Hearing are expected to take place on 21 October 2014 and 23 October 2014, respectively. Subject to the Conditions, as described above, being satisfied or (where applicable) waived, the Scheme is expected to become effective on 24 October 2014. The expected timetable for the implementation of the Scheme is attached to this announcement. If the Scheme becomes effective, it will be binding on all office2office shareholders, whether or not they attended or voted in favour of the Scheme and the Special Resolution at the Court Meeting and General Meeting.

Other

Note that capitalised terms used in this announcement but not defined have the same meanings as in the Scheme Document.

A copy of the Special Resolution and the amended articles of association will be submitted to the National Storage Mechanism and will thereafter be available for inspection at www.hemscott.com/nsm.do.

A copy of this announcement will be available, subject to certain restrictions in relation to persons in certain overseas jurisdictions, on office2office's website as www.office2office.co.uk.

Enquiries:

EVO		[phone]
Mathew Deering
Deloitte Corporate Finance (Financial adviser to EVO and Endless)		[phone]
Byron Griffin / David Smith / Adrian Hargrave
office2office plc		[phone]
Jim Cohen / Simon Moate / Hugh Cawley / Debbie Rodwell
Rothschild (Financial adviser to office2office)	[phone]
Stephen Griffiths / Matthew Jowett
WH Ireland (Broker to office2office)	[phone]
Adrian Hadden
MHP Communications(PR adviser to office2office)	[phone]
Reg Hoare / Katie Hunt / Jade Neal

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or the solicitation of any offer to sell, or an invitation to subscribe for, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the office2office Acquisition or otherwise.

EVO's offer to office2office Shareholders will be made solely by means of the Scheme Document, which contains the full terms and conditions of the office2office Acquisition, including details of how to vote in respect of the Scheme.  Any vote in respect of the Scheme or other response in relation to the office2office Acquisition should be made only on the basis of the information contained in the Scheme Document.  office2office Shareholders are advised to read the formal documentation in relation to the office2office Acquisition carefully once it has been despatched.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.

Deloitte Corporate Finance is acting for EVO and Endless and no one else in connection with the office2office Acquisition and will not be responsible to anyone other than EVO and Endless for providing the protections afforded to clients of Deloitte Corporate Finance or for providing advice in relation to the office2office Acquisition, the contents of this announcement or any other matters referred to in this announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated in the United Kingdom by the FCA in respect of regulated activities.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting as the sole financial adviser to office2office and no-one else in relation to the subject matter of this announcement and will not be responsible to anyone other than office2office for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the subject matter of this announcement.

Overseas jurisdictions

The availability of the office2office Acquisition or the release, publication or distribution of this document to office2office Shareholders who are not resident in and citizens of the United Kingdom may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens.  Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions.  Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions.  To the fullest extent permitted by applicable law, the companies and persons involved in the office2office Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  This document has been prepared for the purposes of complying with English law, the Listing Rules, the rules of the London Stock Exchange 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 of jurisdictions other than England and Wales.

The office2office Acquisition will not be made, directly or indirectly, in or into, any Restricted Jurisdiction.  Accordingly, copies of this document and formal documentation relating to the office2office Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any Restricted Jurisdiction.  Persons receiving this document (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from any Restricted Jurisdiction.

Notice to US Holders

US Holders should note that the office2office Acquisition relates to the securities of an English company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act and the proxy solicitation rules under the US Exchange Act will not apply to the office2office Acquisition.  Accordingly, the Scheme is subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.  The financial information included in this announcement and which may be included in the Scheme Document has been, or will have been, prepared in accordance with IFRS (with the exception of financial information provided on EVO or Vasanta which has been prepared in accordance with UK GAAP) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.  However, if EVO were to exercise its right to implement the acquisition of the office2office Shares by way of a takeover offer, such offer will be made in compliance with applicable US laws and regulations.

The receipt of cash pursuant to the office2office Acquisition by a US Holder as consideration for the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.  Each office2office Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the office2office Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since EVO and office2office are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US.  US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

If EVO were to exercise its right to implement the acquisition of the office2office Shares by way of a takeover offer, EVO or its nominees, or its brokers (acting as agents), could make certain purchases of, or arrangements to purchase, office2office Shares outside of the US, other than pursuant to the takeover offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act. These purchases could occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases would be disclosed as required in the UK, would be reported via an RIS and would be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Dayfollowing the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Endless' website (www.endlessllp.com) and on office2office's website (www.office2office.co.uk) by no later than 12 noon on the Business Day following this announcement.  For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this announcement.

office2office Shareholders and persons with information rights may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Capita Asset Services,PXS, The Registry34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on [phone]). Calls within the UK cost 10 pence per minute plus network extras, lines are open 9:00 a.m. to 5:30 p.m., Monday to Friday (except English bank holidays). Calls from outside the UK will be charged at the applicable international rate. It is important that you note that, unless you make such a request, a hard copy of this announcement (and any such information incorporated by reference in it) will not be sent to you. You may also request that all future documents, announcements and information be sent to you in relation to the office2office Acquisition in hard copy form.

APPENDIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the office2office Acquisition

Event	Expected time/date(1)
Scheme Court Hearing (to sanction the Scheme)	21 October 2014(2)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, office2office Shares	Up to 5.00 p.m. on 22 October 2014(2)
Scheme Record Time	6.00 p.m. on 22 October 2014(2)
Reduction Court Hearing (to confirm the Capital Reduction and to authorise the Re-registration)	23 October 2014(2)
Effective Date	24 October 2014(2)
Cancellation of admission to trading and listing of office2office Shares	by no later than 8:00 a.m. on 27 October  2014(2)
Despatch of cheques, or CREST accounts credited, in respect of the consideration	Within 14 days of the Effective Date(2)
Long Stop Date	14 November 2014(3)

To the extent any of the above expected dates or times change, office2office will give notice of any such changes and details of the revised dates and/or times to office2office Shareholders by issuing an announcement through an RIS.

Notes:

(1)        All times set out in this timetable refer to London, UK time unless otherwise stated.

 (2)       These times and dates are indicative only and will depend on, among other things, the dates upon which: (a) the Court sanctions the Scheme and confirms the Capital Reduction; and (b) the Conditions are satisfied or (where applicable) waived. It will also depend on whether the Court Order(s) sanctioning the Scheme and confirming the Capital Reduction and, in relation to the Capital Reduction, the Statement of Capital are delivered to the Registrar of Companies, and if required by the Court, when the Reduction Court Order is registered. 

(3)        The latest date by which the Scheme must be implemented may be extended by agreement between office2office and EVO with the prior consent of the Panel and (if required) the approval of the Court.

This information is provided by RNS

The company news service from the London Stock Exchange

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