TIDMOFF
RNS Number : 0119R
Office2office PLC
05 September 2014
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.
5 September 2014
RECOMMENDED CASH OFFER
for
OFFICE2OFFICE PLC ("OFFICE2OFFICE")
by
EVO BUSINESS SUPPLIES LIMITED ("EVO")
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
FURTHER IRREVOCABLE UNDERTAKINGS RECEIVED
Further to the announcement regarding the recommended cash offer
for office2office by EVO on 21 August 2014 (the "Announcement"),
EVO has received an additional irrevocable undertaking from Vostok
Trade Limited to vote in favour of the Scheme at the Court Meeting
and the Special Resolution to be proposed at the General Meeting in
respect of a total of 1,826,341 office2office Shares, representing
a further 5.0 per cent. of the issued ordinary share capital of
office2office on 4 September 2014, being the last practicable date
prior to the date of this announcement.
Accordingly, EVO has received irrevocable undertakings to vote
in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting in respect of
18,056,953 office2office Shares in aggregate, representing 49.7 per
cent. of the issued ordinary share capital of office2office on 4
September 2014, being the last practicable date prior to the date
of this announcement.
A full schedule of irrevocable undertakings received is set out
in the appendix to this announcement.
Capitalised terms in this announcement shall have the meaning
given to them in the Announcement, unless otherwise defined.
Enquiries:
EVO +44 (0) 113 210 4000
Mathew Deering
Deloitte Corporate Finance (Financial
adviser to EVO and Endless) +44 (0) 207 936 3000
Byron Griffin / David Smith
/ Adrian Hargrave
office2office plc +44 (0) 1603 691 102
Jim Cohen / Simon Moate / Hugh Cawley / Debbie Rodwell
Rothschild (Financial adviser +44 (0) 113 200 1900
to office2office)
Stephen Griffiths / Matthew
Jowett
WH Ireland (Broker to office2office) +44 (0) 207 220 1666
Adrian Hadden / Nick Field
MHP Communications (PR adviser +44 (0) 203 128 8100
to office2office)
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 will contain 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 announcement 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 announcement 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 announcement 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 announcement 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 announcement (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.
Appendix
IRREVOCABLE UNDERTAKNGS
Updated as at 4 September 2014
The following persons have given irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the Special
Resolution at the General Meeting as follows:
office2office Directors
Name Number of office2office Shares(1) % of issued ordinary share capital of office2office as
at 4 September 2014
Jim Cohen 107,346 0.3%
Simon Moate 236,832 0.7%
Hugh Cawley 50,000 0.1%
David Callear 650,991 1.8%
Chris Batterham 7,516 0.0%
Total 1,052,685 2.9%
(1) This number includes the number of office2office Shares (if
any) held by family members/trusts/nominees of the relevant
office2office Director to which the irrevocable also relates.
The undertakings referred to above shall lapse only if: (i) the
Scheme Document (or, if EVO elects to implement the office2office
Acquisition by way of an Offer, the offer document relating to the
Offer) is not despatched to office2office Shareholders within 28
days of the date of the Announcement (or such longer period as the
Takeover Panel may agree); (ii) in the event that the office2office
Acquisition is implemented by way of a Scheme, the Scheme or any
resolution to be proposed at the Court Meeting or the General
Meeting to approve or implement the Scheme is not approved by the
requisite majority of office2office Shareholders (or at any
adjournment of either such meeting); (iii) the Scheme or Offer
lapses or is withdrawn and no revised or replacement Scheme or
Offer has been announced in accordance with Rule 2.7 of the Code in
its place at the same time; (iv) EVO announces that it does not
intend to proceed with the Scheme or make the Offer (as applicable)
and no revised or replacement Scheme or Offer is announced in
accordance with Rule 2.7 of the Code in its place at the same time;
(v) EVO announces publicly that it is implementing the
office2office Acquisition by way of an Offer and such Offer does
not become wholly unconditional on or before the date being six
months following the publication of the offer document in respect
of such Offer; or (vi) where none of the events listed at (i) to
(v) have occurred first, the date falling 12 months from the date
the irrevocable undertaking was given.
For the avoidance of doubt, but without prejudice to any of the
above, the undertakings referred to above shall not lapse if EVO,
with the consent of the Panel, announces publicly that it is
implementing the office2office Acquisition by way of an Offer,
having previously proceeded with the implementation of the
office2office Acquisition by way of a Scheme (and vice versa).
Other office2office Shareholders
Name Number of office2office % of issued ordinary
Shares(1) share capital of office2office
as at 4 September 2014
Aberforth Partners
LLP 6,034,612 16.6%
AXA Investment Managers
UK Limited 4,358,315 12.0%
Nicholas Gerber 2,845,000 7.8%
Downing LLP 1,940,000 5.3%
Vostok Trade Limited 1,826,341 5.0%
Total 17,004,268 46.8%
(1) This number includes the number of office2office Shares
controlled by the relevant office2office Shareholder to which the
irrevocable also relates.
The undertakings given by Aberforth Partners LLP, Nicholas
Gerber and Vostok Trade Limited referred to above shall lapse only
if: (i) the Scheme Document has not been posted within 28 days
after the release of the Announcement; or (ii) an announcement is
made in accordance with Rule 2.7 of the Code of a competing offer
(whether to be made by way of an offer or a scheme of arrangement
or otherwise) in respect of the office2office Shares which
represents, in the opinion of the relevant shareholder, a value at
any time of not less than 60 pence per office2office Share. In
addition, such undertaking shall also lapse in respect of any
office2office Shares that are sold or otherwise transferred (A) to
any person at a price of not less than GBP0.60 and (B) to EVO (or
anyone acting on its behalf) at a price less than GBP0.60.
The undertakings given by AXA Investment Managers UK Limited and
Downing LLP referred to above shall lapse only if: (i) the Scheme
Document (or, if EVO elects to implement the office2office
Acquisition by way of an Offer, the offer document relating to the
Offer) is not despatched to office2office Shareholders within 28
days of the date of the Announcement (or such longer period as the
Takeover Panel may agree); (ii) in the event that the office2office
Acquisition is implemented by way of a Scheme, the Scheme or any
resolution to be proposed at the Court Meeting or the General
Meeting to approve or implement the Scheme is not approved by the
requisite majority of office2office Shareholders (or at any
adjournment of either such meeting); (iii) the Scheme or Offer
lapses or is withdrawn and no revised or replacement Scheme or
Offer has been announced in accordance with Rule 2.7 of the Code in
its place at the same time; (iv) EVO announces that it does not
intend to proceed with the Scheme or make the Offer (as applicable)
and no revised or replacement Scheme or Offer is announced in
accordance with Rule 2.7 of the Code in its place at the same time;
(v) EVO announces publicly that it is implementing the
office2office Acquisition by way of an Offer and such Offer does
not become wholly unconditional on or before the date being three
months following the publication of the offer document in respect
of such Offer; (vi) where none of the events listed at (i) to (v)
have occurred first, the date falling six months from the date the
irrevocable undertaking was given; or (vii) any third party shall
in accordance with the Code announce a firm intention to make a
general offer not expressed to be subject to any pre-condition
(whether made by way of an offer or a scheme of arrangement) for
the entire issued and to be issued ordinary share capital of the
Company which offer provides for an amount or value of
consideration of not less than GBP0.60 per share (and, in the case
of the undertaking given by Downing LLP, such competing offer is
matched or bettered by EVO within 10 Business Days).
In accordance with Rule 26.1 of the Takeover Code, the
irrevocable undertakings referred to in this Appendix will be made
available no later than 12 noon on 8 September 2014 (being the
Business Day following the date of this announcement) on
office2office's website at www.office2office.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUGUUWBUPCGQA
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