OFF Office2Off.

TIDMOFF

RNS Number : 1098R

Office2office PLC

08 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.

8 September 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

Publication and posting of Scheme Document

On 21 August 2014, the boards of EVO Business Supplies Limited ("EVO") and office2office plc ("office2office") announced that agreement had been reached on the terms of a recommended cash offer by which the entire issued and to be issued ordinary share capital of office2office will be acquired by EVO for 51 pence per office2office Share (the "office2office Acquisition"). The office2office Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Accordingly, office2office announces that it is today posting to office2office Shareholders a scheme document relating to the office2office Acquisition (the "Scheme Document"), containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events and details of the actions to be taken by office2office Shareholders.

Timetable

As further detailed in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of the Scheme Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting. Notices convening the Court Meeting and the General Meeting, respectively, for 10.00 a.m. on 2 October 2014 and 10.15 a.m. on 2 October 2014 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT, are contained in the Scheme Document. The relevant Forms of Proxy for such meetings have also been sent together with the Scheme Document.

The expected timetable of principal events is attached as an Appendix to this announcement. If there is any change to any of these key dates, an announcement will be made through a Regulatory Information Service.

All references to time in this announcement are to UK time. Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document.

Information for office2office Shareholders

A shareholder helpline is available for office2office Shareholders (the "Shareholder Helpline") on 0871 664 0300 or, if calling from outside the UK, +44 (0)20 8639 3399. Calls to the Shareholder Helpline from the UK cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open from 9:00 a.m. to 5:30 p.m. Monday to Friday (except English bank holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline is available to answer questions regarding the Scheme Document, the Meeting(s) or the completion and return of the Forms of Proxy. However, it cannot provide advice on the merits of the office2office Acquisition nor give any financial, legal or tax advice.

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 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 Day following 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 +44 (0)20 7638 0129 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 Registry 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on +44 (0)20 8639 3399). 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) 
 Date of publication of the Scheme Document                     8 September 2014 
  Scheme Voting Record Time                            6.00 p.m. on 30 September 
                                                                         2014(2) 
 Latest time for lodging Forms of Proxy 
  for the:                                            10.00 a.m. on 30 September 
   *    Court Meeting (BLUE form)                                       2014 (3) 
                                                      10.15 a.m. on 30 September 
                                                                        2014 (4) 
   *    General Meeting (WHITE form) 
 Court Meeting                                           10.00 a.m. on 2 October 
                                                                            2014 
 General Meeting                                         10.15 a.m. on 2 October 
                                                                         2014(5) 
 Scheme Court Hearing (to sanction the                        21 October 2014(6) 
  Scheme) 
 Last day of dealings in, and for registration     Up to 5.00 p.m. on 22 October 
  of transfers of, and disablement in                                    2014(6) 
  CREST of, office2office Shares 
 Scheme Record Time                                      6.00 p.m. on 22 October 
                                                                         2014(6) 
 Reduction Court Hearing (to confirm                          23 October 2014(6) 
  the Capital Reduction and to authorise 
  the Re-registration) 
 Effective Date                                               24 October 2014(6) 
 Cancellation of admission to trading                 by no later than 8:00 a.m. 
  and listing of office2office Shares                      on 27 October 2014(6) 
 Despatch of cheques, or CREST accounts          Within 14 days of the Effective 
  credited, in respect of the consideration                              Date(6) 
 Long Stop Date                                              14 November 2014(7) 
 

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) If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days before the date of the adjourned meeting.

(3) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged by: (i) 10.00 a.m. on 30 September 2014; or (ii) if the Court Meeting is adjourned, not later than 48 hours prior to the time appointed for the Court Meeting, and in each case, in accordance with the instructions on the BLUE Form of Proxy. BLUE Forms of Proxy not so lodged may be handed to a representative of Capita Asset Services (on behalf of the Chairman of the Court Meeting) before the start of the Court Meeting and will still be valid.

(4) WHITE Forms of Proxy for the General Meeting must be lodged by: (i) 10.15 a.m. on 30 September 2014; or (ii) if the General Meeting is adjourned, not later than 48 hours prior to the time appointed for the General Meeting, and, in each case, in accordance with the instructions on the WHITE Form of Proxy. If the WHITE Form of Proxy is not so lodged, it will be invalid.

   (5)        Or as soon thereafter as the Court Meeting shall have concluded or been adjourned. 

(6) 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.

(7) 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.

All references in this announcement to times are to times in London (unless otherwise stated).

This information is provided by RNS

The company news service from the London Stock Exchange

END

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