Offer for TripleArc plc

RNS Number:5213S
Office2office PLC
17 April 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO.

                             Recommended Cash Offer

                                       by

                               office2office plc
   (through Olive 1 Limited, a wholly owned subsidiary of office2office plc)

                                      for

                                 TripleArc plc

*   The Boards of o2o and TripleArc are pleased to announce the terms of a
    recommended cash offer of 6 pence per TripleArc share to be made by Olive 1
    Limited (a wholly owned subsidiary of o2o) for the entire issued and to be
    issued share capital of TripleArc.

*   The Offer values the existing issued share capital of TripleArc at
    approximately £12.4 million.

*   The Offer represents a premium of approximately 135.3 per cent. over the
    closing price of 2.55 pence per TripleArc share on 15 April 2008 (being the
    last business day prior to the announcement by TripleArc of a possible offer
    for TripleArc).
   
*   o2o is a leading independent business supplies, managed services and
    integrated supply chain company operating in the UK and Republic of Ireland
    markets.

*   TripleArc provides print management and business process outsourcing
    services in relation to all forms of printed communication and aims to
    deliver savings and efficiencies to its clients across marketing, corporate
    and other communication expenditure. UK print management and BPO are
    significant and growing markets. The UK print market itself is estimated to
    be worth in excess of £14 billion and TripleArc operates in product segments
    which represent a substantial proportion of this.

*   For the year ended 31 December 2007, TripleArc reported earnings before
    interest, tax, amortisation, exceptional costs, share option expense and
    loss on disposal of subsidiary undertaking of £2.6 million (2006: £2.5
    million). TripleArc's net debt at 31 December 2007 amounted to £13.6
    million.
   
*   TripleArc will form the core of the Enlarged group's business services
    division and the Acquisition is an important first step in the creation by
    o2o of a significant presence in the business services sector.
   
*   The TripleArc Directors, who have been so advised by Europa Partners,
    consider the terms of the Offer to be fair and reasonable. In providing
    advice to the TripleArc Directors, Europa Partners has taken into account
    the commercial assessments of the TripleArc Directors.

*   The TripleArc Directors will unanimously recommend that TripleArc
    shareholders accept the Offer as they have irrevocably undertaken to do or
    procure to be done in respect of their own beneficial holdings of TripleArc
    shares, representing, in aggregate, 3.21 per cent. of TripleArc's existing
    issued share capital.
   
*   In addition, o2o has received irrevocable undertakings from certain
    other TripleArc shareholders to accept the Offer in respect of TripleArc
    shares representing in aggregate 11.05 per cent. of TripleArc's existing
    issued share capital.

*   A non-binding letter of intent has been received to accept the Offer in
    respect of TripleArc shares representing 19.22 per cent. of TripleArc's
    existing issued share capital.


*   In total therefore, irrevocable undertakings and letters of intent to
    accept the Offer have been received by o2o in respect of TripleArc shares
    representing in aggregate 33.48 per cent. of TripleArc's existing issued
    share capital.

*   The Acquisition of TripleArc is conditional, inter alia, on the approval
    of o2o shareholders.

Commenting on the Offer, Simon Moate, Chief Executive Officer of o2o, said:
"TripleArc is a leading player in the print management and business process
outsourcing sectors with, we believe, a strong and sustainable business model,
providing an excellent platform for growth. However, its ability to capitalise
on growth opportunities has been hampered by historical debt issues. These
issues will immediately be alleviated on acquisition by o2o and we are confident
that TripleArc will considerably accelerate our growth in the business services
arena.

"The management of TripleArc is very enthusiastic about being part of o2o and we
look forward to supporting their ambitious growth plans. o2o currently has a
small print management offering, which will be integrated into TripleArc. This,
combined with immediate synergies, gives the Enlarged group greater balance with
a highly complementary product and service offering."

Jason Cromack, Chief Executive Officer of TripleArc, commented:  
"I am delighted that we have reached agreement for TripleArc to become part of
the o2o group and believe this deal provides certainty and value for our
shareholders and excellent opportunities for our management and employees.
 TripleArc's businesses will accelerate o2o's existing growth plans as o2o will
provide TripleArc with a wider opportunity to take on larger new business
opportunities from a position of financial strength that previously eluded us
due to our relatively high levels of debt.  There is also a significant
opportunity for the Enlarged group to benefit from cross selling its combined
services across its customer base and for TripleArc's customers to benefit from
the logistics and distribution network of o2o."


Enquiries:

office2office plc
Simon Moate (Chief Executive Officer)                 Tel: [phone]
Mark Cunningham (Finance Director)                    Tel: [phone]

TripleArc plc
Jason Cromack (Chief Executive Officer)               Tel: [phone]
Richard Hodgson (Chief Financial Officer)             Tel: [phone]

Wyvern Partners (Financial Adviser to o2o)
Peter Bowman                                          Tel: [phone]
Stephen Lockley                                       Tel: [phone]

Panmure Gordon (Sponsor & Broker to o2o)
Mark Lander                                           Tel: [phone]
Stuart Gledhill                                       Tel: [phone]

Rawlings Financial PR Limited (Public Relations adviser to o2o)
Catriona Valentine                                    Tel: [phone]

Europa Partners (Rule 3 and Financial Adviser to TripleArc)
Nicholas Mockett                                      Tel: [phone]
Christopher Wigan                                     Tel: [phone]

Altium (Nominated Adviser and Broker to TripleArc)
Tim Richardson                                        Tel: [phone]
Sam Fuller                                            Tel: [phone]

Webber Shandwick (Public Relations adviser to TripleArc)
Terry Garrett                                         Tel: [phone]
James White                                           Tel: [phone]

This summary should be read in conjunction with the full text of the
Announcement. The Offer will be subject to the conditions set out in Appendix I
to the Announcement and the full conditions and further terms which will be set
out in the Offer Document, which is expected to be issued as soon as is
reasonably practicable and, in any event, within 28 days of the Announcement.

Appendix II contains the sources and bases of information used in this summary
and the Announcement.

Appendix III contains details of the irrevocable undertakings to accept the
Offer received by o2o.

Appendix IV contains the definitions of certain expressions used in this summary
and the Announcement.

Wyvern Partners, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for o2o and the Offeror
and no one else in connection with the Offer and will not be responsible to
anyone other than o2o and the Offeror for providing the protections afforded to
clients of Wyvern Partners nor for providing advice in relation to the Offer,
the content of this summary and the Announcement or any other matter or
arrangement referred to herein.

Panmure Gordon, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for o2o and the Offeror
and no one else in connection with the Offer and will not be responsible to
anyone other than o2o and the Offeror for providing the protections afforded to
clients of Panmure Gordon nor for providing advice in relation to the Offer, the
content of this summary and the Announcement or any other matter or arrangement
referred to herein.

Europa Partners, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for TripleArc and no one
else in connection with the Offer and will not be responsible to anyone other
than TripleArc for providing the protections afforded to clients of Europa
Partners nor for providing advice in relation to the Offer, the content of this
summary and the Announcement or any other matter or arrangement referred to
herein.

Altium, which is authorised and regulated by the Financial Services Authority in
the United Kingdom, is acting exclusively for TripleArc and no one else in
connection with the Offer and will not be responsible to anyone other than
TripleArc for providing the protections afforded to clients of Altium nor for
providing advice in relation to the Offer, the content of this summary and the
Announcement or any other matter or arrangement referred to herein.


The Offer Document and the Form of Acceptance will be sent to TripleArc
shareholders as soon as is reasonably practicable, other than to Overseas
shareholders in the circumstances permitted under the City Code or in accordance
with any dispensation given by the Panel. The full terms of and conditions to
the Offer will be set out in the Offer Document and the Form of Acceptance. In
deciding whether or not to accept the Offer, TripleArc shareholders should rely
solely on the information contained in, and follow the procedures set out in,
the Offer Document and Form of Acceptance.


THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.


These written materials do not represent an offer of securities for sale in the
United States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act 1933 (the "US Securities Act") or an
exemption therefrom. The o2o shares have not been, and will not be, registered
under the US Securities Act or under any relevant securities laws of any state
or other jurisdiction of the United States, nor have clearances been, nor will
they be, obtained from the securities commission or similar authority of Canada
and no prospectus has been, or will be, filed or registration made, under any
securities law of Canada nor has a prospectus in relation to the o2o shares
been, nor will one be, lodged with or registered by, the Australian Securities
and Investments Commission, nor have any steps been taken, nor will any steps be
taken, to enable the o2o shares to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under relevant
securities laws is available, the o2o shares may not be offered, sold, resold or
delivered, directly or indirectly, in, into or from a Restricted Jurisdiction,
or to or for the account or benefit of any US person or resident of any
Restricted Jurisdiction.

Unless otherwise determined by the Offeror and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, in
or into or by the use of mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) or interstate
or foreign commerce of, or through any facilities of a national securities
exchange of any Restricted Jurisdiction, and the Offer, when made, should not be
accepted by any such use, means, instrumentality or facilities from or within
any Restricted Jurisdiction. Accordingly, copies of the Announcement are not
being, and must not be, mailed or otherwise forwarded, distributed or sent, into
or from any Restricted Jurisdiction and persons receiving the Announcement
(including, without limitation custodians, nominees and trustees) should observe
these restrictions and not mail or otherwise forward, distribute or send it in,
into or from any Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. Notwithstanding the foregoing, the Offeror
will retain the right to permit the Offer to be accepted and any sale of
securities pursuant to the Offer to be completed if, in its sole discretion, it
is satisfied that the transaction in question can be undertaken in compliance
with applicable law and regulation.

The Circular will be sent to o2o shareholders as soon as is reasonably
practicable. o2o shareholders may obtain a further free copy of the Circular,
when they become available, from the offices of Macfarlanes, 10 Norwich Street,
London EC4A 1BD.

The o2o Directors and the Offeror Directors accept responsibility for the
information contained in this summary and the Announcement other than
information relating to the TripleArc group, the TripleArc Directors and their
immediate families, related trusts and controlled companies. To the best of the
knowledge and belief of the o2o Directors and the Offeror Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this summary and the Announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.

The TripleArc Directors accept responsibility for the information contained in
this Announcement relating to them and their immediate families, related trusts
and controlled companies and the TripleArc group. To the best of the knowledge
and belief of the TripleArc Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this Announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.


Further information on the Offer

The availability of the Offer to Overseas shareholders may be affected by the
laws of relevant jurisdictions. Overseas shareholders will need to inform
themselves about and observe any applicable requirements.

This summary and the Announcement have been prepared for the purposes of
complying with English law, the City Code and the Listing Rules and information
disclosed may not be the same as that which would have been disclosed if this
summary and the Announcement had been prepared in accordance with the laws of
jurisdictions outside England.

The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the City Code.


Forward-looking statements

This summary and the Announcement, including information included or
incorporated by reference in the Announcement, may contain "forward-looking
statements" concerning TripleArc and o2o. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the abilities of o2o
and TripleArc to control or estimate precisely, such as future market conditions
and the behaviours of other market participants, and therefore undue reliance
should not be placed on such statements. Neither o2o nor TripleArc assume any
obligation and do not intend to update these forward-looking statements, except
as required pursuant to applicable law.


Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of o2o or TripleArc, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of o2o or TripleArc, they will be deemed to be a single person for
the purpose of Rule 8.3 of the City Code.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of o2o or TripleArc by o2o or TripleArc, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the business day following the date of the relevant transaction. A
disclosure table, giving details of the companies in whose "relevant securities"
"dealings" should be disclosed, and the number of such securities in issue, can
be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
contact an independent financial adviser authorised under FSMA or consult the
Panel's website or contact the Panel on telephone number [phone].

In accordance with Rule 2.10 of the City Code, o2o confirms that it has in issue
36,308,984 Ordinary shares of 1 pence nominal value each which are admitted to
the Official List and admitted to trading on the London Stock Exchange's main
market for listed securities under the UK ISIN code GB00B01GL703.

In accordance with Rule 2.10 of the City Code, TripleArc confirms that it has in
issue 207,062,165 Ordinary shares of 5 pence nominal value each which are
admitted to trading on AIM under the UK ISIN code GB0031067340.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO.

                             Recommended Cash Offer

                                       by

                               office2office plc

                                      for

                                 TripleArc plc


1.  Introduction


The Boards of o2o and TripleArc are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by Olive 1 Limited
(a wholly owned subsidiary of o2o) for the entire issued and to be issued share
capital of TripleArc.


2.  The Offer

The Offer, which will be subject to the terms and conditions set out in Appendix
I to this Announcement and the further terms and conditions to be set out in the
Offer Document and, in the case of TripleArc shares held in certificated form,
the Form of Acceptance, will be made on the following basis:

           for every TripleArc share             a cash payment of 6 pence

The Offer, which values the existing issued share capital of TripleArc at £12.4
million, represents a premium of approximately:

*   135.3 per cent. over the closing price of 2.55 pence per TripleArc share
    on 15 April 2008 (being the last business day prior to the announcement by
    TripleArc of a possible offer for TripleArc); and

*   325.5 per cent. over the average daily closing price of approximately
    1.41 pence per TripleArc share over the three months up to 15 April 2008
    (being the last business day prior to the announcement by TripleArc of a
    possible offer for TripleArc).

The TripleArc shares to which the Offer relates will be acquired pursuant to the
Offer fully paid, or credited as fully paid, and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and any other third
party rights or interests of any nature whatsoever and together with all rights
now and hereafter attaching to them, including, without limitation, the right to
receive in full and retain all dividends and other distributions (if any)
declared, made or paid in respect of the TripleArc shares on or after the date
of this Announcement.

The Offer can only become effective if all conditions to the Offer have been
satisfied or waived (to the extent permissible). The conditions to which the
Offer will be subject are set out in Appendix I and the Offer will be subject to
the further terms and conditions to be set out in the Offer Document and, in
respect of TripleArc shares held in certificated form, the Form of Acceptance.
The conditions to the Offer include the passing at the o2o AGM of a special
resolution to amend article 128 of o2o's articles of association in order to
increase the aggregate amount of o2o's borrowing powers and the approval of the
Acquisition by o2o shareholders at the o2o EGM.

The Offer Document and the Form of Acceptance will be posted to TripleArc
shareholders as soon as reasonably practicable, other than to Overseas
shareholders in the circumstances permitted under the City Code or in accordance
with any dispensation given by the Panel. The Circular will be dispatched to o2o
shareholders as soon as is reasonably practicable.


3.  Recommendation

The TripleArc Directors, who have been so advised by Europa Partners, consider
the terms of the Offer to be fair and reasonable. In providing advice to the
TripleArc Directors, Europa Partners has taken into account the commercial
assessments of the TripleArc Directors. Accordingly, the TripleArc Directors
will unanimously recommend that TripleArc shareholders accept the Offer as they
have irrevocably undertaken to do or procure to be done in respect of their own
beneficial holdings of, in aggregate, 6,652,721 TripleArc shares, representing
approximately 3.21 per cent. of the existing issued share capital of TripleArc.
Further details of these irrevocable undertakings are given in paragraph 4 below
and in Appendix III to this Announcement.


4.  Irrevocable undertakings

The TripleArc Directors who hold TripleArc shares have entered into irrevocable
undertakings to accept, or procure the acceptance of, the Offer when made in
respect of their beneficial interests in TripleArc shares amounting to, in
aggregate, 6,652,721 TripleArc shares, representing approximately 3.21 per cent.
of the existing issued share capital of TripleArc.

In addition, the Offeror has received irrevocable undertakings to accept, or
procure the acceptance of, the Offer when made in respect of 22,882,451
TripleArc shares, representing approximately 11.05 per cent. of the existing
issued share capital of TripleArc.

Further details of these irrevocable undertakings, including the circumstances
in which they cease to be binding are set out in Appendix III to this
Announcement.

Separately, a non-binding letter of intent has been received from Morley Fund
Management Limited to accept, or procure the acceptance of, the Offer when made
in respect of 39,797,447 TripleArc shares, representing approximately 19.22 per
cent. of the existing issued share capital of TripleArc.

Accordingly, as at the date of this Announcement, o2o has received irrevocable
undertakings or letters of intent in respect of, in aggregate, 69,332,619
TripleArc shares representing approximately 33.48 per cent. of the existing
issued share capital of TripleArc.


5.  Information on o2o

o2o is a leading independent business supplies, managed services and integrated
supply chain company operating in the UK and Republic of Ireland markets.

Following a thorough review of strategy and operations, the o2o group has
recently been restructured into three areas of operation as follows:

*   Banner Business Supplies Limited, which provides medium and long term
    contract management and procurement of office and business products for
    large private and public sector organisations;

*   Supply Chain, the o2o group's integrated supply chain activity which
    procures, manages, picks and nationally distributes over 15,000 office and
    other business products. Currently this operation is largely dedicated to
    providing support to Banner Business Supplies Limited, but it is an
    important part of the o2o Directors' plans to expand the o2o group's
    activities into the SME market and to extend the range of business products
    supplied; and

*   Business Services, which supplies print management, document management
    and storage, technology and business furniture.

For the year ended 31 December 2007, o2o reported revenues of £167.9 million
(2006: £165.9 million), an underlying profit (before tax, exceptional and
non-recurring costs and share option charges) of £11.6 million (2006: £11.5
million) and a pre-tax profit of £9.0 million (2006: £10.3 million).


6.  Information on the Offeror.

The Offeror is a private limited company incorporated in England and Wales on 10
April 2008 and registered under the Companies Act 2006 and is a wholly-owned
subsidiary of o2o. It was incorporated at the direction of o2o specifically for
the purposes of making the Offer. The Offeror has not carried on any business
since incorporation other than in connection with the Offer. The Directors of
the Offeror are Simon Moate and Mark Cunningham.

Further information on the Offeror will be set out in the Offer Document.


7.  Information on TripleArc

TripleArc is the parent company of the TripleArc group and is admitted to
trading on the AIM market of the London Stock Exchange.

The TripleArc group provides print management and business process outsourcing
("BPO") services in relation to all forms of printed communication. TripleArc
aims to deliver savings and efficiencies to its customers across marketing,
corporate and other communication expenditure. TripleArc's ability to deliver
these savings is underpinned by its experience in process enhancement,
consultative account management, technology and supplier partnerships.
TripleArc's BPO services include document design, print and management of
customer marketing campaigns (including data fulfilment and response
management).

The TripleArc group is a service provider and does not have significant in-house
print facilities of its own. By employing its experience, technology and
supplier relationships, TripleArc is able to offer its customers an independent
print management service, differentiate itself from certain of its competitors
and source print manufacturing from both the UK and, where appropriate, low cost
centres in other parts of Europe ensuring "fit for purpose" manufacturing and
the latest industry developments for all its customers.

The TripleArc group has evolved over recent years resulting in the profile of
its client relationships changing from one that was mainly non-contracted
relationships to long term contracted relationships. The increasing proportion
of contracted relationships has led to there being significantly less reliance
placed on the relationship between individual sales executives and customers.
For the year ending 31 December 2007, TripleArc reported that the proportion of
its revenue generated from contracted relationships had increased to 63 per
cent. from 28 per cent. in the year ending 31 December 2004. The TripleArc
Directors believe that this enhances the quality of TripleArc's future revenues
and the opportunity for it to sell additional added value, margin enhancing
services to existing customers.

The TripleArc group has a broad customer spread and in the year ended 31
December 2007, TripleArc's largest customer accounted for significantly less
than 10 per cent. of the TripleArc group's total revenues. TripleArc's current
customer base includes BMI Healthcare, BAA, Virgin Mobile, Microsoft, AOL
Broadband, Betterware, British Red Cross, General Teaching Council for England,
Greenwich Leisure, Setanta, RICS, Citroen and Home Learning College.

For the year ended 31 December 2007, TripleArc reported revenues of £45.1
million (2006: £43.8 million), earnings before interest, tax, amortisation,
exceptional costs, share option expense and loss on disposal of subsidiary
undertaking of £2.6 million (2006: £2.5 million) and a loss before taxation of
£0.2 million (2006: profit before taxation of £0.8 million). TripleArc's net
debt at 31 December 2007 amounted to £13.6 million.


8.  Background to and reasons for the Offer

At the same time as the review of strategy and operations, o2o accelerated its
search for acquisitions, with complementary business services being a key target
area. The criteria applied by the o2o Directors in respect of such acquisitions
include cost or revenue synergies and the ability to grow the business
profitably. The o2o Directors believe that TripleArc satisfies these criteria.

TripleArc will form the core of the Enlarged group's business services division
and the Acquisition is an important first step in the creation of a significant
presence in the business services sector.

UK print management and BPO are significant and growing markets. The UK print
market itself is estimated to be worth in excess of £14 billion (Source: British
Printing Industries Federation) and TripleArc operates in product segments which
represent a substantial proportion of this. In addition to the cost of print
itself, the total costs associated with print and document production, such as
fulfilment, document creation and order management, are estimated to be an
additional £7 of cost for every £1 spent on print, representing a significant
opportunity for TripleArc (Source: Infotrends).

Whilst the markets remain complex and fragmented, the o2o Directors believe that
important discernable trends include:

*   an increase in consolidated print procurement;

*   a greater focus on reducing document management costs;

*   an increase in the outsourcing of non-core processes including print,
    document management and corporate communication; and

*   a shift from transactional to more comprehensive contractual
    relationships.

Against this market background, TripleArc has made progress in winning new
customer contracts and increasing the proportion of revenue that is generated
from contractual relationships. The o2o Directors believe that, with its breadth
of experience, service offering and technology capabilities, TripleArc is well
placed to continue to benefit from the growth and trends in its markets.

TripleArc's progress to date has been achieved against a backdrop of:

*   relatively high debt levels within the TripleArc group, arising from the
    acquisition of Access Plus Limited (previously Access Plus plc) in November
    2003;

*   the loss of key personnel following the acquisition of Access Plus
    Limited;

*   a decline in the UK printed business forms market; and

*   time and resources being employed in restating the 2004 accounts to
    resolve errors originally contained in them.

As a result, considerable management time and effort has been spent on
strengthening the controls in the business, restructuring the TripleArc group
and managing its working capital resources, all of which has placed a constraint
on the development of the business. Furthermore, TripleArc's weak balance sheet
has impeded its ability to secure certain new business opportunities. The o2o
Directors believe that TripleArc will be able to pursue a more vigorous growth
plan as part of a larger and better resourced group.

The o2o Directors have identified significant cost synergies as a result of the
Acquisition and expect these to be achieved in the first full year of ownership.
Areas identified for savings include distribution, property and other overheads.
In addition, it is the intention to merge o2o's existing print and document
management activities into TripleArc creating further profit potential.

TripleArc's client base is predominantly private sector. The o2o Directors
believe that with the knowledge and expertise of the o2o group in servicing
large public sector clients, there will be opportunities over time for o2o to
cross sell TripleArc's print management and BPO services into some of its
existing clients. In the medium term, other cross selling opportunities will be
explored.

9.  Current Trading and Prospects

o2o

In the preliminary financial results announcement for the year ended 31 December
2007, made by o2o on 28 February 2008, it was stated:

"The new management structure and the team ethic that has been evident
throughout a difficult period of restructuring has resulted in a stronger and
more focused Group. While we envisage a slight drop in revenue in 2008, due to
the withdrawal from MoD supply, partially offset by revenue growth elsewhere, we
expect that the full year impact of our restructuring savings will more than
compensate.

We are confident that there is scope to further improve the business and remain
committed to the expansion of our routes to market beyond our traditional
contracted office supplies base.

We have a dedicated team reviewing acquisition opportunities and we will
endeavour to expand the Group and increase shareholder value in 2008.

We look forward to the coming year with confidence and renewed vigour."

TripleArc

In the preliminary financial results announcement for the year ended 31 December
2007, made by TripleArc today, 17 April 2008, it is stated:

"The Board is pleased with the progress the Group has made in 2007 and is seeing
positive signs from the implementation of its key strategies.

The increased contracted revenue base gives the Group far greater visibility of
revenue and a solid platform across which it can cross sell its full suite of
Group products.

The conversion of ad hoc revenue to contracted revenue may in the short term
partially offset the growth in gross profit achieved through account development
of contracted customers and further contract wins, as higher legacy gross margin
is exchanged for longer-term relationships.

The Board remains mindful of its working capital resources given its current
banking commitments. It will therefore continue to assess re-financing
opportunities to increase its ability to invest in and take full advantage of
the growth in the BPO market in the short term.

The Board believes that 2008 will be a year of further improvement in the
security of its earnings and further modest growth."

The Enlarged group

The o2o Directors believe that combining the businesses of o2o and TripleArc
provides an excellent opportunity to establish o2o as a significant player in
the print management and BPO markets and for TripleArc to benefit from being
part of a larger and better resourced group. The o2o Directors believe that the
Acquisition will be earnings enhancing in the first full financial year
following completion of the Acquisition (before amortisation of intangible
assets and one-off integration costs). This statement regarding earnings does
not constitute a profit forecast nor should it be interpreted to mean that
earnings per share of o2o for the current year or future years will necessarily
match or exceed the historical published earnings per share of o2o or TripleArc.


10.  Financing of the Offer

Full acceptance of the Offer, assuming the cash cancellation of all outstanding
options with an exercise price of less than 6 pence per TripleArc share under
the TripleArc Share Option Schemes and the acceptance of the Offer by all
TripleArc shareholders, will result in the payment by the Offeror of
approximately £12.5 million in cash.

The cash consideration payable under the terms of the Offer is to be financed
from a combination of the existing cash resources of the o2o group and a term
loan facility from The Royal Bank of Scotland plc (acting as agent for National
Westminster Bank PLC).

Wyvern Partners is satisfied that sufficient financial resources are available
to the Offeror to satisfy in full the cash consideration payable as a result of
full acceptance of the Offer and the cash cancellation of all outstanding
options with an exercise price of less than 6 pence per TripleArc share granted
pursuant to the TripleArc Share Option Schemes.


11.  Directors, management, employees and location

The CEO of TripleArc, Jason Cromack, has been identified by o2o as an important
member of TripleArc's senior management team. He, together with certain other
members of the senior management team, have indicated their intention to remain
with the Enlarged group and Jason Cromack will be invited to join the o2o
Operating Management Executive.

The Chairman of TripleArc, Richard Atkins, and the non-executive director of
TripleArc, Peter Ryding, will be resigning from the Board of TripleArc upon the
Offer becoming, or being declared, unconditional in all respects.

o2o does not currently intend to effect a material change in any conditions of
employment of the employees of the Enlarged group upon the Offer becoming, or
being declared, unconditional in all respects and has given assurances to the
TripleArc Directors that the existing employment rights of all TripleArc group
employees will be fully safeguarded.

It is intended that the key operating locations of both o2o and TripleArc will
be maintained.


12.  TripleArc Share Option Schemes

The Offer will extend to any TripleArc shares unconditionally allotted or issued
fully paid (or credited as fully paid) whilst the Offer remains open for
acceptance (or until such earlier date as, subject to the City Code, the Offeror
may decide, being not earlier than the date on which the Offer becomes or is
declared unconditional as to acceptances, or if later, the final closing date of
the Offer), including those allotted or issued as a result of the exercise of
TripleArc options under the TripleArc Share Option Schemes.

The Offeror intends to make appropriate proposals to the holders of options
under the TripleArc Share Option Schemes upon the Offer becoming or being
declared unconditional in all respects, to the extent that such options have not
by then been exercised.


13.  Disclosure of interests in TripleArc

Save for those TripleArc shares the subject of the irrevocable undertakings
referred to in paragraph 4 above:

(i) neither the Offeror nor o2o nor any of the Offeror Directors or the o2o
Directors, nor any member of the o2o group, nor so far as they are aware, any
person acting in concert with the Offeror, owns or controls or has any interests
in or rights to subscribe for TripleArc shares or securities convertible into,
or rights to subscribe for, options (including traded options) in respect
thereof and derivatives referenced to TripleArc shares ("relevant TripleArc
securities") nor does any such person hold any short positions in relation to
relevant TripleArc securities (whether conditional or absolute and whether in
the money or otherwise) including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery of relevant TripleArc securities;

(ii) no arrangements of the kind referred to in Note 6(b) on Rule 8 exist 
between the Offeror or o2o and TripleArc or with any person who is an
associate of the Offeror or o2o or TripleArc in relation to relevant TripleArc
securities. An "arrangement" includes any indemnity or option arrangement and
any agreement or understanding, formal or informal, of whatever nature, relating
to relevant TripleArc securities which may be an inducement to deal or refrain
from dealing in such securities.

Neither the Offeror nor o2o nor, so far as they are aware, any person acting in
concert with the Offeror has borrowed or lent any relevant TripleArc securities.


14.  Inducement fee

On 26 February 2008, TripleArc entered into an agreement ("the Inducement Fee
Agreement") with o2o pursuant to which TripleArc agreed to pay o2o £124,000
(exclusive of any recoverable VAT and inclusive of any irrecoverable VAT) ("the
Inducement Fee") if, following the Announcement:

*   the TripleArc Directors withdraw or alter their recommendation of the
    Offer; or

*   before the lapse or withdrawal of the Offer a third party offer is
    announced and (i) such offer becomes unconditional in all respects or (ii)
    such offer is publicly recommended by the TripleArc Directors.

In addition, the Inducement Fee Agreement provides that nothing in that
agreement shall oblige TripleArc to pay any amount which the Panel determines
would not be permitted by Rule 21.2 of the City Code.


15.  The o2o EGM

The Acquisition constitutes a Class 1 transaction (as defined in the Listing
Rules) for o2o. Accordingly, the Offer is conditional upon, inter alia, the
passing, without amendment, of the Offer Resolution to be proposed at the o2o
EGM. o2o will dispatch the Circular to o2o shareholders convening the o2o EGM
for that purpose as soon as practicable.

The o2o Directors consider the Offer to be in the best interests of o2o
shareholders taken as a whole and will be recommending that o2o shareholders
vote in favour of the Offer Resolution, as they and their connected persons
intend to do in respect of their own shareholdings held legally and beneficially
of, in aggregate, 1,448,473 o2o Ordinary shares, representing approximately 3.99
per cent. of the existing issued share capital of o2o.


16.  Overseas shareholders

Unless otherwise determined by the Offeror and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in, into or
from, or by the use of the mails or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a Restricted
Jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this Announcement and any related document are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent, in whole or in part, in, into or from a Restricted
Jurisdiction and persons receiving this Announcement and any related document
(including, without limitation, custodians, nominees and trustees) must not
directly or indirectly mail, transmit or otherwise forward, distribute or send
them or any of them in, into or from a Restricted Jurisdiction. Doing so may
render invalid any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable legal or regulatory requirements. Persons who are in any
doubt about their position should consult their legal adviser in the relevant
jurisdiction without delay.


17.  Compulsory acquisition, cancellation of admission of TripleArc shares to 
     trading on AIM and re-registration

If the Offeror receives acceptances under the Offer in respect of and/or
otherwise acquires, 90 per cent. or more in nominal value and of the voting
rights of the TripleArc shares to which the Offer relates and if all other
conditions of the Offer have been satisfied or waived (to the extent that they
are capable of being waived), the Offeror intends to exercise its rights
pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to
acquire compulsorily on the same terms as the Offer any remaining TripleArc
shares not acquired or agreed to be acquired pursuant to the Offer or otherwise.

As soon as it is appropriate and possible to do so, subject to the Offer
becoming or being declared unconditional in all respects and to any applicable
requirements of the London Stock Exchange and the AIM Rules, the Offeror intends
to procure that TripleArc applies for cancellation of the admission of the
TripleArc shares to trading on AIM ("Cancellation"). It is anticipated that such
Cancellation will take effect not less than 20 business days after the Offer
becomes or is declared unconditional in all respects. The AIM Rules state that,
unless the London Stock Exchange agrees otherwise, the Cancellation will be
conditional upon the consent of not less than 75 per cent. of votes cast by
TripleArc shareholders in general meeting. If the Offeror receives acceptances
under the Offer in respect of and/or otherwise acquires, 75 per cent. or more of
the voting rights of the TripleArc shares, it intends to procure that TripleArc
requests that the London Stock Exchange waives this requirement.

If the Cancellation occurs, it would significantly reduce the liquidity and
marketability of any TripleArc shares in respect of which the Offer has not been
accepted at that time and the value of any such TripleArc shares may be
adversely affected as a consequence.

Following the Offer becoming or being declared unconditional in all respects and
the Cancellation, it is also the intention of the Offeror to procure that a
resolution is proposed to re-register TripleArc as a private company.

The Offer will be subject to the conditions set out in Appendix I and the
further terms and conditions to be set out in the Offer Document and, in the
case of TripleArc shares held in certificated form, the Form of Acceptance. The
bases and sources of certain financial information contained in this
Announcement are set out in Appendix II. Details of the irrevocable undertakings
to accept the Offer received by o2o are set out in Appendix III. Certain terms
used in this Announcement are defined in Appendix IV.


Enquiries:


office2office plc
Simon Moate (Chief Executive Officer)                 Tel: [phone]
Mark Cunningham (Finance Director)                    Tel: [phone]

TripleArc plc
Jason Cromack (Chief Executive Officer)               Tel: [phone]
Richard Hodgson (Chief Financial Officer)             Tel: [phone]

Wyvern Partners (Financial Adviser to o2o)
Peter Bowman                                          Tel: [phone]
Stephen Lockley                                       Tel: [phone]

Panmure Gordon (Sponsor & Broker to o2o)
Mark Lander                                           Tel: [phone]
Stuart Gledhill                                       Tel: [phone]

Rawlings Financial PR Limited (Public Relations adviser to o2o)
Catriona Valentine                                    Tel: [phone]

Europa Partners (Rule 3 and Financial Adviser to TripleArc)
Nicholas Mockett                                      Tel: [phone]
Christopher Wigan                                     Tel: [phone]

Altium (Nominated Adviser and Broker to TripleArc)
Tim Richardson                                        Tel: [phone]
Sam Fuller                                            Tel: [phone]

Webber Shandwick (Public Relations adviser to TripleArc)
Terry Garrett                                         Tel: [phone]
James White                                           Tel: [phone]



Wyvern Partners, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for o2o and the Offeror
and no one else in connection with the Offer and will not be responsible to
anyone other than o2o and the Offeror for providing the protections afforded to
clients of Wyvern Partners nor for providing advice in relation to the Offer,
the content of this Announcement or any other matter or arrangement referred to
herein.

Panmure Gordon, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for o2o and the Offeror
and no one else in connection with the Offer and will not be responsible to
anyone other than o2o and the Offeror for providing the protections afforded to
clients of Panmure Gordon nor for providing advice in relation to the Offer, the
content of this Announcement or any other matter or arrangement referred to
herein.

Europa Partners, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for TripleArc and no one
else in connection with the Offer and will not be responsible to anyone other
than TripleArc for providing the protections afforded to clients of Europa
Partners nor for providing advice in relation to the Offer, the content of this
Announcement or any other matter or arrangement referred to herein.

Altium, which is authorised and regulated by the Financial Services Authority in
the United Kingdom, is acting exclusively for TripleArc and no one else in
connection with the Offer and will not be responsible to anyone other than
TripleArc for providing the protections afforded to clients of Altium nor for
providing advice in relation to the Offer, the content of this Announcement or
any other matter or arrangement referred to herein.

The Offer Document and the Form of Acceptance will be sent to TripleArc
shareholders as soon as is reasonably practicable, other than to Overseas
shareholders in the circumstances permitted under the City Code or in accordance
with any dispensation given by the Panel. The full terms of and conditions to
the Offer will be set out in the Offer Document and the Form of Acceptance. In
deciding whether or not to accept the Offer, TripleArc shareholders should rely
solely on the information contained in, and follow the procedures set out in,
the Offer Document and Form of Acceptance.


THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.


These written materials do not represent an offer of securities for sale in the
United States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act 1933 (the "US Securities Act") or an
exemption therefrom. The o2o shares have not been, and will not be, registered
under the US Securities Act or under any relevant securities laws of any state
or other jurisdiction of the United States, nor have clearances been, nor will
they be, obtained from the securities commission or similar authority of Canada
and no prospectus has been, or will be, filed or registration made, under any
securities law of Canada nor has a prospectus in relation to the o2o shares
been, nor will one be, lodged with or registered by, the Australian Securities
and Investments Commission, nor have any steps been taken, nor will any steps be
taken, to enable the o2o shares to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under relevant
securities laws is available, the o2o shares may not be offered, sold, resold or
delivered, directly or indirectly, in, into or from a Restricted Jurisdiction,
or to or for the account or benefit of any US person or resident of any
Restricted Jurisdiction.

Unless otherwise determined by the Offeror and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, in
or into or by the use of mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically) or interstate
or foreign commerce of, or through any facilities of a national securities
exchange of any Restricted Jurisdiction, and the Offer, when made, should not be
accepted by any such use, means, instrumentality or facilities from or within
any Restricted Jurisdiction. Accordingly, copies of the Announcement are not
being, and must not be, mailed or otherwise forwarded, distributed or sent, into
or from any Restricted Jurisdiction and persons receiving the Announcement
(including, without limitation custodians, nominees and trustees) should observe
these restrictions and not mail or otherwise forward, distribute or send it in,
into or from any Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. Notwithstanding the foregoing, the Offeror
will retain the right to permit the Offer to be accepted and any sale of
securities pursuant to the Offer to be completed if, in its sole discretion, it
is satisfied that the transaction in question can be undertaken in compliance
with applicable law and regulation.

o2o will prepare the Circular which will be sent to o2o shareholders as soon as
is reasonably practicable. o2o shareholders may obtain a further free copy of
the Circular, when they become available, from the offices of Macfarlanes, 10
Norwich Street, London EC4A 1BD.

The o2o Directors and the Offeror Directors accept responsibility for the
information contained in this Announcement other than information relating to
the TripleArc group, the TripleArc Directors and their immediate families,
related trusts and controlled companies. To the best of the knowledge and belief
of the o2o Directors and the Offeror Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in this
Announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

The TripleArc Directors accept responsibility for the information contained in
this Announcement relating to them and their immediate families, related trusts
and controlled companies and the TripleArc group. To the best of the knowledge
and belief of the TripleArc Directors (who have taken all reasonable care to
ensure that such is the case), the information contained in this Announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.


Further information on the Offer

The availability of the Offer to TripleArc shareholders who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
TripleArc shareholders who are not resident in the United Kingdom will need to
inform themselves about and observe any applicable requirements.

This Announcement has been prepared for the purposes of complying with English
law, the City Code and the Listing Rules and 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 outside England.

The Offer will be subject to the applicable rules and regulations of the
Financial Services Authority, the London Stock Exchange and the City Code.


Forward looking statements

This Announcement, including information included or incorporated by reference
in this Announcement, may contain "forward-looking statements" concerning
TripleArc and o2o. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Neither o2o nor TripleArc assume any obligation
and do not intend to update these forward-looking statements, except as required
pursuant to applicable law.


Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of o2o or TripleArc, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of o2o or TripleArc, they will be deemed to be a single person for
the purpose of Rule 8.3 of the City Code.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of o2o or TripleArc by o2o or TripleArc, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the business day following the date of the relevant transaction. A
disclosure table, giving details of the companies in whose "relevant securities"
"dealings" should be disclosed, and the number of such securities in issue, can
be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
contact an independent financial adviser authorised under FSMA or consult the
Panel's website or contact the Panel on telephone number [phone].

In accordance with Rule 2.10 of the City Code, o2o confirms that it has in issue
36,308,984 Ordinary shares of 1 pence nominal value each which are admitted to
the Official List and admitted to trading on the London Stock Exchange's main
market for listed securities under the UK ISIN code GB00B01GL703.

In accordance with Rule 2.10 of the City Code, TripleArc confirms that it has in
issue 207,062,165 Ordinary shares of 5 pence nominal value each which are
admitted to trading on AIM under the UK ISIN code GB0031067340.



                                   APPENDIX I

                   CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer will be subject to the following conditions:

(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the First Closing Date (or such later
time(s) and/or date(s) as the Offeror may, with the consent of the Panel or
subject to the rules of the City Code, decide) in respect of not less than 90
per cent. (or, subject to the requirements of the City Code, such lower
percentage as the Offeror may decide but not in any event less than 50 per
cent.) in nominal value of the TripleArc shares to which the Offer relates and
not less than 90 per cent. (or, subject to the requirements of the City Code,
such lower percentage as the Offeror may decide but not in any event less than
50 per cent.) of the voting rights carried by the TripleArc shares to which the
Offer relates. For the purpose of this condition:

(i)       the expression "TripleArc shares to which the Offer relates" shall be
construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006;

(ii)      TripleArc shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry on
issue; and

(iii)    valid acceptance shall be treated as having been received in respect of
any TripleArc shares which the Offeror shall, pursuant to section 979(8) and, if
applicable, section 979(9) of the Companies Act 2006, be treated as having
acquired or unconditionally contracted to acquire by virtue of acceptances of
the Offer;

(b) the passing without amendment at the o2o EGM of the Offer Resolution;

(c) the passing without amendment at the o2o AGM of the AGM Resolution;

(d) no central bank, government, governmental, quasi-governmental,
supranational, statutory, administrative, regulatory body, or any court,
institution, investigative body, association, trade agency or professional or
environmental body or any other similar person or body in any jurisdiction
(each, a "Relevant Authority") having decided to take, instituted, implemented
or threatened any action, proceeding, suit, investigation, enquiry or reference
or having enacted, made or proposed any statute, regulation, decision or order
or otherwise having taken any other step or done any thing and there not arising
and being outstanding any statute, regulation, decision or order which would or
might reasonably be expected to:

(i)           restrict, restrain, prohibit or delay to a material extent, impose
additional material conditions or obligations with respect to, or otherwise
interfere materially with the implementation of, the Offer or the acquisition of
any TripleArc shares by the Offeror or any matters arising therefrom;

(ii)          result in a material delay in the ability of the Offeror, or
render the Offeror unable, to acquire some or all of the TripleArc shares;

(iii)        require, prevent or materially delay or adversely affect to a
material extent the divestiture (or alter the terms envisaged for such
divestiture) by any member of the Wider o2o group or any member of the Wider
TripleArc group of all or any portion of their respective businesses, assets or
properties or of any TripleArc shares or impose any limitation on the ability of
any of them to conduct their businesses or own their respective assets or
properties or any part thereof (in any such case to an extent which is material
in the context of the Wider TripleArc group or the Wider o2o group);

(iv)        impose any material limitation on, or result in a material delay in,
the ability of any member of the Wider o2o group to acquire or hold or exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities of any member of the Wider TripleArc group or on the ability of
any member of the Wider TripleArc group to hold or exercise effectively,
directly or indirectly, all or any rights of ownership of shares or other
securities or to exercise management control over any other member of the Wider
TripleArc group;

(v)         except pursuant to Part 28 of the Companies Act 2006, require
any member of the Wider o2o group or the Wider TripleArc group to offer to
acquire any shares or other securities or rights thereover in any member of the
Wider TripleArc group owned by any third party;

(vi)        make the Offer or its implementation or the proposed acquisition by 
the Offeror of any TripleArc shares or other securities in TripleArc or the 
acquisition or control of TripleArc or any member of the Wider TripleArc group, 
illegal, void or unenforceable in or under the laws of any relevant jurisdiction 
or directly or indirectly materially restrict or delay, prohibit or otherwise 
materially interfere with the implementation of, or impose additional material 
conditions or obligations with respect to, or otherwise challenge, the Offer or 
the acquisition of any TripleArc shares or other securities in TripleArc, or 
control of TripleArc, by the Offeror;

(vii)       result in any member of the Wider TripleArc group or the Wider
o2o group ceasing to be able to carry on business in a manner which it presently
does so, the consequences of which would be material in the context of the Wider
TripleArc group or the Wider o2o group taken as a whole;

(viii)      impose any material limitation on the ability of any member of
the Wider o2o group or the Wider TripleArc group to conduct or co-ordinate or
integrate its business, or any part of it, with the business of any other member
of the Wider o2o group or the Wider TripleArc group; or

(ix)        otherwise adversely affect any or all of the business, assets,
prospects or profits of any member of the Wider o2o group or the Wider TripleArc
group, in each case to a material extent,

and all applicable waiting and other time periods during which such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference or otherwise
intervene under the laws of any relevant jurisdiction having expired, lapsed or
been terminated;

(e) all authorisations, orders, grants, recognitions, consents, confirmations,
clearances, licences, permissions and approvals ("authorisations") required by
law or regulation in any relevant jurisdiction for or in respect of the Offer
and the proposed acquisition of any shares or securities, directly or
indirectly, in, or control of, TripleArc or any member of the Wider TripleArc
group by any member of the Wider o2o group having been obtained in terms and/or
form reasonably satisfactory to the Offeror from all appropriate Relevant
Authorities or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any member of the Wider TripleArc group has entered
into contractual arrangements and such authorisations together with all
authorisations necessary for any member of the Wider TripleArc group to carry on
its business remaining in full force and effect and there being no notice or
intimation of any intention to revoke, suspend, materially modify or not to
renew the same and all necessary filings having been made, all appropriate
waiting and other time periods (including extensions thereto) under any
applicable legislation and regulations in any relevant jurisdiction having
expired, lapsed or been terminated and all necessary statutory or regulatory
obligations in any jurisdiction in respect of the Offer or the proposed
acquisition by the Offeror of TripleArc or of any TripleArc shares or any
matters arising therefrom having been complied with;

(f) save as Disclosed, there being no provision of any agreement, permit, lease,
licence or other instrument to which any member of the Wider TripleArc group is
a party or by or to which it or any of its assets may be bound or subject which,
as a consequence of the making or implementation of the Offer or the acquisition
by the Offeror directly or indirectly of TripleArc or because of a change in the
control or management of TripleArc or any member of the Wider TripleArc group or
any matters arising therefrom or otherwise, could or might reasonably be
expected to result in (in any such case which is or would be material in the
context of the Wider TripleArc group taken as a whole):

(i)                 any monies borrowed by, or other indebtedness (actual or 
contingent) of, or grant available to, any member of the Wider TripleArc group 
becoming repayable or capable of being declared repayable immediately or earlier 
than the stated maturity or repayment date or the ability of any member of the 
Wider TripleArc group to borrow moneys or incur indebtedness being or becoming 
capable of being withdrawn or inhibited or materially and adversely affected;

(ii)                any such agreement, arrangement, permit, lease, licence or
other instrument or any right, interest, liability or obligation of any member
of the Wider TripleArc group therein, being terminated or adversely modified or
affected or any adverse action being taken or any onerous obligation or
liability arising thereunder;

(iii)               any mortgage, charge or other security interest being
created over the whole or any part of the business, property or assets of any
member of the Wider TripleArc group or any such security (whenever arising)
becoming enforceable;

(iv)              the value of any member of the Wider TripleArc group or its
financial or trading position or prospects being prejudiced or adversely
affected;

(v)                any assets or interests of any member of the Wider TripleArc
group being or falling to be charged or disposed of or any right arising under
which any such asset or interest could be required to be disposed of or charged
otherwise than in the ordinary course of business;

(vi)              the rights, liabilities, obligations or interests or business
of any member of the Wider TripleArc group in or with any other person, firm or
company (or any arrangement relating to such interest or business) being
terminated or adversely modified or affected;

(vii)             any member of the Wider TripleArc group ceasing to be able to
carry on business under any name under which it currently does so; or

(viii)           the creation of any liability, actual or contingent, by any
member of the Wider TripleArc group;

(g) since 31 December 2007 (being the date to which the latest published audited
report and accounts of TripleArc were made up) ("the Accounts Date") and save as
Disclosed, no member of the TripleArc group having:

(i)              (save for TripleArc shares issued pursuant to the exercise
of options granted under the TripleArc Share Option Schemes or as between
TripleArc and wholly-owned subsidiaries of TripleArc ("Intra-TripleArc Group
Transactions")) issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or securities convertible into or rights,
warrants or options to subscribe for or acquire any such shares or convertible
securities;

(ii)             recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other distribution
(whether payable in cash or otherwise) other than dividends lawfully paid to
TripleArc or its wholly-owned subsidiaries;

(iii)            merged or demerged with or acquired any body corporate,
partnership or business;

(iv)             save for Intra-TripleArc Group Transactions, acquired or
disposed of, transferred, mortgaged or charged or created any security interest
over any asset or any right, title or interest in any asset (including shares
and trade investments) or authorised, proposed or announced any intention to do
so which, in any such case, is material in the context of the Wider TripleArc
group taken as a whole;

(v)              save for Intra-TripleArc Group Transactions, issued or
authorised or proposed the issue of any debentures or incurred or increased any
indebtedness or contingent liability or made, authorised, proposed or announced
an intention to propose any change in its share or loan capital which (other
than in the case of TripleArc) is material in the context of the Wider TripleArc
group taken as a whole;

(vi)             entered into or varied or announced its intention to enter
into or vary any contract, transaction, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is of a long term or unusual
nature or which involves or could involve an obligation of a nature or magnitude
which, in any such case, is material in the context of the TripleArc group taken
as a whole or which is or is likely to be restrictive in any material respect on
the business of any member of the Wider TripleArc group or the Wider o2o group;

(vii)            entered into, implemented, authorised or proposed any
reconstruction, amalgamation, scheme of arrangement or other transaction or
arrangement otherwise than in the ordinary course of business or announced any
intention to do so;

(viii)           entered into, or varied in any material respect the terms of,
any contract or agreement with any of the directors or senior executives of
TripleArc or any of its subsidiaries;

(ix)             taken or proposed any corporate action or had any legal
proceedings started or threatened against it or had any petition presented for
its winding-up (voluntary or otherwise), dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any of its material assets and/or revenues or any
analogous proceedings in any jurisdiction;

(x)              waived or compromised any claim other than in the ordinary
course of business which is material in the context of the Wider TripleArc group
taken as a whole;

(xi)             made any material amendment to its memorandum or articles of
association;

(xii)            purchased, redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other securities or reduced
or made any other change to any part of its share capital which is material in
the context of the Wider TripleArc group taken as a whole;

(xiii)           been unable or admitted in writing that it is unable to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business, in any case, with a material adverse effect on
the Wider TripleArc group taken as a whole;


(xiv)            made or agreed or consented to:

        (A)              any significant change to:

            (I)          the terms of the trust deeds constituting the pension
                  schemes established for its directors, employees or their 
                  dependants; or

            (II)         the benefits which accrue or to the pensions which are 
                  payable thereunder; or

            (III)        the basis on which qualification for, or accrual or 
                  entitlement to such benefits or pensions are calculated or 
                  determined; or

            (IV)         the basis upon which the liabilities (including 
                  pensions) of such pension schemes are funded or made;


        (B)              any change to the trustees including the appointment of 
               a trust corporation; or


(xv)            entered into, varied or modified any contract, commitment or
agreement with respect to any of the transactions, matters or events referred to
in this condition (g) or announced an intention to do so which is material in
the context of the Wider TripleArc group taken as a whole;

(h) since the Accounts Date and save as Disclosed:

(i)                  no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or become pending or
remaining outstanding by or against any member of the Wider TripleArc group or
to which any member of the Wider TripleArc group is or may become a party
(whether as claimant, respondent or otherwise) and no enquiry or investigation
by or complaint or reference to any Relevant Authority or other investigative
body having been threatened, announced, implemented or instituted or remaining
outstanding against or in respect of any member of the Wider TripleArc group
which, in any such case, would or might reasonably be expected adversely to
affect any member of the Wider TripleArc group to an extent which is material in
the context of the Wider TripleArc group taken as a whole;

(ii)                no adverse change having occurred in the business, assets,
financial or trading position, profits or prospects of any member of the Wider
TripleArc group which in any case would have a material adverse effect on the
Wider TripleArc group taken as a whole;

(iii)               no steps having been taken which would or are reasonably
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider TripleArc group which is necessary
for the proper carrying on of its business and which is material in the context
of the Wider TripleArc group taken as a whole;

(iv)              no contingent or other liability having arisen which in any
case is material in the context of the Wider TripleArc group taken as a whole;

(v)               no investigation by any Relevant Authority having been
threatened, announced, implemented or instituted or remaining outstanding which
in any case is material in the context of the Wider TripleArc group taken as a
whole;

(i) save as Disclosed, the Offeror not having discovered that:

(i)               any business, financial or other information concerning any
member of the Wider TripleArc group publicly disclosed or disclosed to the
Offeror or to any of the advisers or otherwise at any time by or on behalf of
any member of the Wider TripleArc group is misleading in any material respect,
contains a misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not misleading in any material respect and
which was not subsequently corrected before the date of this Announcement by
disclosure either publicly or otherwise to the Offeror which, in any such case,
is material in the context of the Wider TripleArc group taken as a whole;

(ii)              any member of the Wider TripleArc group is subject to any
liability, actual or contingent, which is material in the context of the Wider
TripleArc group taken as a whole;

(iii)             any past or present member of the Wider TripleArc group has
not complied with all applicable legislation or regulations of any jurisdiction
with regard to the storage, disposal, discharge, spillage, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment or to harm human health or otherwise relating to environmental
matters (which non-compliance might give rise to any liability (whether actual
or contingent) on the part of any member of the Wider TripleArc group which is
material in the context of the Wider TripleArc group taken as a whole) or that
there has otherwise been any such disposal, discharge, spillage, leak or
emission (whether or not the same constituted a non-compliance by any person
with any such legislation or regulations and wherever the same may have taken
place) which in any such case might give rise to any liability (whether actual
or contingent) on the part of any member of the Wider TripleArc group which is
material in the context of the Wider TripleArc group taken as a whole;

(iv)              there is, or is likely to be, any liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
Wider TripleArc group or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority or
otherwise and which is material in the context of the Wider TripleArc group
taken as a whole; or

(v)               circumstances exist (whether as a result of the making of the
Offer or otherwise) which might reasonably be expected to lead to any Relevant
Authority instituting, or whereby any member of the Wider TripleArc group or the
Wider o2o group would be likely to be required to institute, an environmental
audit or take any other steps which in any such case might result in any actual
or contingent liability on the part of any member of the Wider TripleArc group
or the Wider o2o group to improve or install new plant or equipment or make
good, repair, re-instate or clean up any land or other asset now or previously
owned, occupied or made use of by any member of the Wider TripleArc group which
liability is or is likely to be material in the context of the Wider TripleArc
group taken as a whole.


Subject to the requirements of the Panel, o2o reserves the right to waive all or
any of conditions (d) to (i) (inclusive) above, in whole or in part. Conditions
(d) to (i) (inclusive) must be satisfied as at, or waived by o2o on or before,
midnight on the date which is 21 days after the later of the First Closing Date
and the date on which condition (a) is fulfilled (or in each case such later
date as o2o may, with the consent of the Panel, decide) failing which the Offer
will lapse. o2o shall be under no obligation to waive or treat as fulfilled any
of conditions (d) to (i) (inclusive) by a date earlier than the latest date
specified above for the satisfaction thereof notwithstanding that the other
conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.

Except with the consent of the Panel, the Offeror will not invoke any of the
above conditions (except conditions (a), (b) or (c)) so as to cause the Offer
not to proceed, or lapse or to be withdrawn unless the circumstances that give
rise to the right to invoke the relevant condition are of material significance
to the Offeror in the context of the Offer. This does not apply to conditions
(a), (b) or (c) of this Appendix I.

If the Offeror is required by the Panel to make an offer for TripleArc shares
under the provisions of Rule 9 of the City Code, the Offeror may make such
alterations to the conditions as are necessary to comply with the provisions of
that Rule.

The Offer will lapse if, before 3.00 p.m. on the First Closing Date or the date
on which the Offer becomes or is declared unconditional as to acceptances
(whichever is later), (i) the Offer or any part of it is referred to the
Competition Commission; or (ii) following a request to the European Commission
under Article 22(3) of Council Regulation 139/2004/EC (the "Regulation") in
relation to the Offer or any part of it, which request is accepted by the
European Commission, the European Commission initiates proceedings under Article
6(1)(c) of the Regulation.

If the Offer lapses, it will cease to be capable of further acceptance.
TripleArc shareholders who have already accepted the Offer shall then cease to
be bound by acceptances delivered on or before the date on which the Offer
lapses.



                                  APPENDIX II

                               BASES AND SOURCES


Unless otherwise stated in this Announcement:

(a) the financial information relating to TripleArc has been extracted from the 
audited accounts of TripleArc for the year ended 31 December 2007;

(b) the value attributed to the existing issued and to be issued share capital 
of TripleArc is based upon the 207,062,165 TripleArc shares in issue on 16 April 
2008 (being the last practicable business day prior to the publication of this 
Announcement); and

(c) all prices quoted for TripleArc shares are closing prices.




                                  APPENDIX III

                            IRREVOCABLE UNDERTAKINGS

Part A: Irrevocable undertakings from the TripleArc Directors

The TripleArc Directors have given irrevocable undertakings to accept the Offer
in respect of the following TripleArc shares:

Name                                      Number of                Percentage of
                                          TripleArc              existing issued
                                             shares                share capital

Richard Atkins                            1,792,592                         0.86
Jason Cromack                             4,738,917                         2.29
Richard Hodgson                             121,212                         0.06



These irrevocable undertakings cease to be binding in the following 
circumstances:

*  the Offer document is not posted on or before 30 April 2008; or

*  the Offer lapses or is withdrawn.

Part B: Irrevocable undertakings from TripleArc shareholders

Name                                     Number of                 Percentage of
                                         TripleArc               existing issued
                                            shares                 share capital

E-Ven Holdings Limited                  11,564,000                          5.58
Medical Consultants and 
Management Limited                       4,675,860                          2.26
Singer & Friedlander
Investment Management Limited            6,642,591                          3.21


Each of these irrevocable undertakings cease to be binding in the following
circumstances:

*  the Offer document is not posted on or before 30 April 2008; or

*  the Offer lapses or is withdrawn.

The irrevocable undertaking given by Singer and Friedlander Investment
Management Limited will also cease to be binding if a third party offer is
announced pursuant to Rule 2.5 of the City Code which represents, in the
reasonable opinion of Wyvern Partners, at least 10 per cent. over the value of
the consideration available under the Offer as at the date of such third party
announcement.



                                  APPENDIX IV

                                  DEFINITIONS

The following definitions apply throughout this Announcement unless the context
otherwise requires:

"Act"                                      the Companies Act 1985 (as amended);

"Acquisition"                              the proposed acquisition of the 
                                           entire issued and to be issued share 
                                           capital of TripleArc by means of the 
                                           Offer;

"AGM Resolution"                           the special resolution to amend 
                                           article 128 of o2o's articles
                                           of association in order to increase 
                                           the aggregate amount of o2o's 
                                           borrowing powers to be considered by 
                                           the o2o shareholders at the o2o AGM;

"AIM"                                      AIM, the market of that name operated
                                           by the London Stock Exchange;

"AIM Rules"                                the rules for companies whose 
                                           securities are traded on AIM and 
                                           their nominated advisers published by
                                           the London Stock Exchange and amended
                                           from time to time;

"Altium"                                   Altium Capital Limited

"Announcement"                             this announcement of the firm 
                                           intention to make the Offer made in
                                           accordance with Rule 2.5 of the City 
                                           Code, published on 17 April 2008;

"Australia"                                the Commonwealth of Australia, its 
                                           states, territories or possessions 
                                           and all areas subject to its 
                                           jurisdiction and any political
                                           subdivision thereof;

"BPO"                                      business process outsourcing;

"business day"                             a day (not being a Saturday, a Sunday
                                           or a public holiday) on which 
                                           clearing banks in the City of London 
                                           are open for the transaction of
                                           general commercial business;

"Canada"                                   Canada, its possessions, provinces 
                                           and territories and all areas
                                           subject to its jurisdiction or any 
                                           political subdivision thereof;

"certificated" or "in certificated form"   in relation to a share or other
                                           security, not in uncertificated form 
                                           (that is, not in CREST);

"Circular"                                 the circular to be sent by o2o to 
                                           holders of o2o Ordinary shares and
                                           which will contain notice of the o2o 
                                           EGM;

"City Code"                                the City Code on Takeovers and 
                                           Mergers, as amended from time to 
                                           time;

"closing price"                            the closing middle market quotation 
                                           of a TripleArc share as derived from 
                                           the AIM Appendix of the Daily 
                                           Official List;

"connected person"                         has the meaning given to that term in
                                           section 252 of the Companies Act 
                                           2006;

"CREST"                                    the relevant system (as defined in 
                                           the Regulations) in respect of which
                                           Euroclear UK and Ireland Limited is 
                                           the operator;

"Daily Official List"                      the Daily Official List of the London
                                           Stock Exchange;

"Disclosed"                                (i) as disclosed in TripleArc's 
                                           report and accounts for the year
                                           ended 31 December 2007; (ii) as 
                                           publicly announced by TripleArc (by 
                                           the delivery of an announcement to an
                                           authorised Regulatory Information 
                                           Service on or prior to 16 April 
                                           2008); (iii) as disclosed in this 
                                           Announcement; or (iv) as otherwise
                                           fairly disclosed in writing, to o2o 
                                           by or on behalf of TripleArc prior to
                                           16 April 2008 in the context of the 
                                           Offer;

"Enlarged group"                           the o2o group as enlarged by the 
                                           Acquisition;

"Euroclear'"                               Euroclear UK & Ireland Limited;

"Europa Partners"                          Europa Partners Limited of 33 St 
                                           James's Square, London SW1Y 4JS;

"First Closing Date"                       the first closing date of the Offer 
                                           being the date that is 21 days 
                                           following the date of issue of the 
                                           Offer Document;

"Form of Acceptance"                       the form of acceptance and authority 
                                           relating to the Offer in respect of 
                                           certificated TripleArc shares;

"FSMA"                                     the Financial Services and Markets 
                                           Act 2000 (as amended from time to
                                           time);

"Japan"                                    Japan, its cities, prefectures, 
                                           territories and possessions;

"Listing Rules"                            the rules and regulations made by the
                                           UK Listing Authority under Part VI of
                                           FSMA;

"London Stock Exchange"                    London Stock Exchange plc;

"o2o"                                      office2office plc, a public limited 
                                           company incorporated in England and
                                           Wales with company number 04083206;

"o2o AGM"                                  the annual general meeting of o2o to 
                                           be held on 24 April 2008 to consider,
                                           inter alia, the AGM Resolution, 
                                           including any adjournment thereof;

"o2o Directors"                            the directors of o2o as at the date 
or "o2o Board"                             of this Announcement;

"o2o EGM"                                  the extraordinary general meeting of 
                                           o2o to be held to consider the Offer
                                           Resolution, including any adjournment
                                           thereof;

"o2o group"                                o2o and its existing subsidiary 
                                           undertakings;

"o2o Ordinary shares"                      ordinary shares of one pence each in 
                                           the capital of o2o;

"o2o shareholders"                         holders of o2o Ordinary shares;

"Offer"                                    the recommended cash offer to be made
                                           by the Offeror, on the terms and
                                           subject to the conditions to be set 
                                           out in the Offer document and the 
                                           Form of Acceptance (in respect of 
                                           certificated TripleArc shares), to 
                                           acquire all of the TripleArc shares 
                                           (including, where the context 
                                           requires, any subsequent revision, 
                                           variation, extension or renewal of 
                                           such offer);

"Offeror"                                  Olive 1 Limited, a wholly owned 
                                           subsidiary of o2o established 
                                           specifically for the purpose of 
                                           making the Offer;

"Offeror Directors"                        the directors of the Offeror as at 
                                           the date of this Announcement, being 
                                           Simon Moate and Mark Cunningham;

"Offer Document"                           The offer document to be issued to 
                                           TripleArc shareholders pursuant to 
                                           which the Offeror makes an offer to 
                                           the TripleArc shareholders to
                                           acquire the entire issued share 
                                           capital of TripleArc together with 
                                           the Form of Acceptance;

"Offer Period"                             the period commencing on 16April 2008
                                           and ending on whichever of the 
                                           following times shall be the latest: 
                                           (i) 3.00 pm on the First Closing 
                                           Date; (ii) the date on which the 
                                           Offer lapses or is withdrawn; and 
                                           (iii) the date on which the Offer 
                                           becomes or is declared unconditional;

"Offer Price"                              6 pence for every TripleArc share;

"Offer Resolution"                         the resolution to be proposed at the 
                                           o2o EGM approving the Acquisition by 
                                           means of the Offer;

"Overseas shareholder"                     a TripleArc shareholder who is 
                                           resident in, or a citizen of or 
                                           national of jurisdictions outside the
                                           United Kingdom or a nominee of or
                                           custodian, trustee or guardian for a 
                                           TripleArc shareholder who is a 
                                           citizen or national of such 
                                           jurisdictions;

"Panel"                                    the Panel on Takeovers and Mergers;

"pounds", "£" or "pence"                   the lawful currency of the United 
                                           Kingdom;

"Regulations"                              the Uncertificated Securities 
                                           Regulations 2001 (SI 2001 No. 3755);

"Regulatory Information Service"           any channel recognised as a channel 
                                           for the dissemination of regulatory 
                                           information by listed companies as 
                                           defined in the Listing Rules;

"Restricted Jurisdiction"                  the United States, Canada, Australia 
                                           or Japan or any other jurisdiction 
                                           where extension or acceptance of the 
                                           Offer would violate the law of that 
                                           jurisdiction;

"SME"                                      small and medium sized enterprises;

"TripleArc"                                TripleArc plc, a public limited 
                                           company incorporated in England and
                                           Wales with company number 4290300;

"TripleArc Directors" or                   the directors of TripleArc at the  
"Board of TripleArc "                      date of this Announcement; 

"TripleArc group"                          TripleArc and its existing subsidiary
                                           undertakings;

"TripleArc Options"                        options or other rights to acquire 
                                           TripleArc shares under the TripleArc 
                                           Share Option Schemes or otherwise;

"TripleArc Optionholders"                  holders of TripleArc Options;

"TripleArc Share Option Schemes"           the TripleArc plc Employee Share 
                                           Option Scheme, the TripleArc plc 
                                           Company Share Option Scheme adopted 
                                           on 3 August 2004 and the TripleArc 
                                           plc Company Share Option Scheme 
                                           adopted on 26 July 2007;

"TripleArc shareholders"                   holders of TripleArc shares;

"TripleArc shares"                         the issued fully paid ordinary shares
                                           of 5 pence each in the capital of 
                                           TripleArc and any further such shares
                                           which are unconditionally allotted or
                                           issued and fully paid or credited as
                                           fully paid before the date on which 
                                           the Offer closes (or such earlier 
                                           date, not being earlier than the date
                                           on which the Offer becomes or is 
                                           declared unconditional as to 
                                           acceptances, as the Offeror may, 
                                           subject to the City Code and the 
                                           Panel, decide);

"uncertificated" or "in                    in relation to a share or other 
uncertificated form"                       security, recorded on the relevant 
                                           register in uncertificated form in 
                                           CREST and title to which, by virtue 
                                           of the Regulations, may be 
                                           transferred by means of CREST;

"United Kingdom" or "UK"                   the United Kingdom of Great Britain 
                                           and Northern Ireland;

"US" or "United States"                    the United States of America, its 
                                           territories and possessions, any 
                                           state of the United States of America
                                           (and the District of Columbia) and 
                                           all other areas subject to its 
                                           jurisdiction;

"Wider TripleArc group"                    means TripleArc, its subsidiaries, 
                                           subsidiary undertakings and 
                                           associated undertakings and any other
                                           body corporate, partnership, joint 
                                           venture or person in which TripleArc 
                                           and such undertakings (aggregating 
                                           their interests) have an interest 
                                           (direct or indirect) in 20 per cent. 
                                           or more of the voting or equity 
                                           capital (or the equivalent);

"Wider o2o group"                          means o2o, its subsidiaries, 
                                           subsidiary undertakings and 
                                           associated undertakings and any other
                                           body corporate, partnership, joint 
                                           venture or person in which o2o and 
                                           such undertakings (aggregating their 
                                           interests) have an interest (direct 
                                           or indirect) in 20 per cent. or more 
                                           of the voting or equity capital (or 
                                           the equivalent); and

"Wyvern Partners"                          Wyvern Corporate Finance LLP of 
                                           5 Aldford Street, Mayfair,
                                           London W1K 2AF.

Save where otherwise stated, for the purpose of this Announcement, "subsidiary",
"subsidiary undertaking", "associated undertaking" and "undertaking" shall be
construed in accordance with the Act (but for this purpose ignoring paragraph 19
of Schedule 6 of the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008).

In this Announcement, the singular includes the plural and vice versa, unless
the context otherwise requires. All references in this Announcement to time are
to London time.

All references to legislation in this Announcement are to English legislation
unless the contrary is stated. Any references to any provision of any
legislation shall include any amendment, re-enactment or extension thereof.







                      This information is provided by RNS
            The company news service from the London Stock Exchange

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