SMALL COMPANIES DIVIDEND TRUST PLC - Form 8.3 - Office2Office Plc

                                                                       FORM 8.3



           PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

    A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

                  Rule 8.3 of the Takeover Code (the "Code")



1.         KEY INFORMATION

(a) Identity of the person whose positions/dealings are being Small Companies
disclosed:                                                    Dividend Trust
                                                              Ltd

(b) Owner or controller of interests and short positions
disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is
insufficient

(c) Name of offeror/offeree in relation to whose relevant     Office2Office Plc
securities this form relates:

     Use a separate form for each offeror/offeree

(d) If an exempt fund manager connected with an offeror/
offeree, state this and specify identity of offeror/offeree:

(e) Date position held/dealing undertaken:                    21.08.14

(f)  Has the discloser previously disclosed, or are they      NO
today disclosing, under the Code in respect of any other
party to this offer?



2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the dealing (if
any)


Class of relevant security:                                 1p ordinary


                                                    Interests  Short positions

                                                    Number  %     Number     %

(1) Relevant securities owned and/or controlled:     Nil   Nil

(2) Derivatives (other than options):

(3) Options and agreements to purchase/sell:

                                                     Nil   Nil

     TOTAL:




All interests and all short positions should be disclosed.


Details of any open derivative or option positions, or agreements to purchase
or sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).


(b)        Rights to subscribe for new securities (including directors' and
other executive options)


Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:



If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.



3.         DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)        Purchases and sales

Class of relevant security  Purchase/sale Number of securities  Price per unit

Ordinary shares             Sell          1,200,000             £0.49



(b)        Derivatives transactions (other than options)

 Class of     Product            Nature of dealing           Number of   Price
 relevant   description                                      reference    per
 security                e.g. opening/closing a long/short   securities   unit
             e.g. CFD     position, increasing/reducing a
                                long/short position





(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying

Class of   Product    Writing,    Number of  Exercise   Type    Expiry  Option
relevant description purchasing, securities   price              date   money
security  e.g. call   selling,    to which   per unit   e.g.            paid/
           option      varying     option             American,        received
                        etc.       relates            European         per unit
                                                        etc.



(ii)        Exercising

   Class of relevant        Product          Number of      Exercise price per
       security           description       securities             unit

                        e.g. call option





(d)        Other dealings (including subscribing for new securities)

  Class of relevant      Nature of dealing     Details    Price per unit (if
      security                                               applicable)
                         e.g. subscription,
                             conversion




The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may be
an inducement to deal or refrain from dealing entered into by the person making
the disclosure and any party to the offer or any person acting in concert with
a party to the offer:

If there are no such agreements, arrangements or understandings, state "none"

none




(b)        Agreements, arrangements or understandings relating to options or
derivatives

Details of any agreement, arrangement or understanding, formal or informal,
between the person making the disclosure and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

none


(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached?                         NO



Date of disclosure:                          27.08.14

Contact name:                                W van Heesewijk

Telephone number:                            020 7222 8989


Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
[e-mail].  The Panel's Market Surveillance Unit is
available for consultation in relation to the Code's dealing disclosure
requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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