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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Office2Off. | LSE:OFF | London | Ordinary Share | GB00B01GL703 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 50.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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
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