TPA Triplearc

    RNS Number : 5955U
  Office2office PLC
  15 May 2008
   

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

    
    
    
Recommended Cash Offer by Olive 1 Limited, a wholly owned subsidiary of office2office plc, to acquire the entire issued and to be issued
share capital of 
    TripleArc plc

    First closing date acceptance level and results of office2office plc Extraordinary General Meeting ("the o2o EGM")

    Offer declared wholly unconditional

    On 17 April 2008, the Boards of office2office plc ("o2o") and TripleArc plc ("TripleArc") announced that they had reached agreement on
the terms of a recommended cash offer by Olive 1 Limited ("the Offeror"), a wholly owned subsidiary of o2o, for the entire issued and to be
issued share capital of TripleArc ("the Offer"). An offer document setting out the full terms of the Offer was posted to TripleArc
shareholders on 24 April 2008 ("the Offer Document").

The o2o Board is pleased to announce that, as at 1.00 p.m. (London time) on 15 May 2008, the Offeror had received valid acceptances of the
Offer in respect of a total of 189,596,425 TripleArc shares (including acceptances in respect of irrevocable undertakings and a letter of
intent) representing approximately 91.56 per cent. of the existing issued share capital of TripleArc.

    At the o2o EGM held earlier today, the Resolution proposed to o2o shareholders to approve the Offer, as detailed in the Notice of
Extraordinary General Meeting sent to o2o shareholders on 24 April 2008, was duly passed. 

    The o2o Board is therefore pleased to announce that all of the conditions to the Offer have now been satisfied or waived and that,
accordingly, the Offer is today declared unconditional in all respects.
    
 As set out in the Offer Document, o2o received irrevocable undertakings to accept the Offer from the TripleArc Directors who hold TripleArc
shares 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, irrevocable undertakings to accept the Offer
were received by o2o from certain other TripleArc shareholders in respect of, in aggregate, 22,882,451 TripleArc shares, representing
approximately 11.05 per cent. of the existing issued share capital of TripleArc. Separately, a non-binding letter of intent was received
from a TripleArc shareholder to accept the Offer in respect of 39,797,447 TripleArc shares, representing approximately 19.22 per cent. of
the existing issued share capital of TripleArc. In total therefore o2o received irrevocable undertakings or a letter of intent to accept the
Offer in respect of, in aggregate, 69,332,619 TripleArc shares representing approximately 33.48 per cent. of the existing issued share capital of TripleArc.

    o2o has received valid acceptances in respect of all of the TripleArc shares which are the subject of these irrevocable undertakings and
the letter of intent. These acceptances are included in the total above.

    Save as disclosed in this announcement or in the Offer Document, neither o2o nor any persons acting or deemed to be acting in concert
with it has any interest in or right to subscribe for any TripleArc shares nor does any such person have any short positions (whether
conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or
any delivery obligation or right to require another person to purchase or take delivery in respect of any TripleArc shares nor has any such
person borrowed or lent (save for any borrowed shares which have either been on-lent or sold) any TripleArc shares.

    Notice is hereby given that the Offer will remain open for acceptance until further notice and TripleArc shareholders who have not yet
accepted the Offer are urged to do so as soon as possible.

    TripleArc shareholders who hold their TripleArc shares in certificated form and have not yet accepted the Offer are encouraged to
complete, sign and return the Form of Acceptance in accordance with the instructions set out in the Offer Document and on the Form of
Acceptance, so as to be received by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Kent BR3 4TU (telephone number
+44 (0) 871 664 0321) as soon as possible.

    TripleArc shareholders who hold their TripleArc shares in uncertificated form (that is in CREST) and have not yet accepted the Offer are
encouraged to take the action set out in paragraph 17(b) of the letter from the Offeror Directors set out in Part 2 of the Offer Document to
transfer or procure the transfer of their TripleArc shares to an escrow balance as soon as possible.

    Settlement of the consideration due under the Offer in respect of valid acceptances which have been received and are complete in all
respects, will be despatched on or before 29 May 2008. Settlement of the consideration in respect of further acceptances which are valid and
complete in all respects, will be despatched within 14 days of receipt.

    Having received valid acceptances of the Offer in respect of TripleArc shares representing over 90 per cent. in value of those TripleArc
shares to which the Offer relates and 90 per cent. of the voting rights carried by those TripleArc shares, the Offeror confirms that it
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 the remaining TripleArc shares.  Accordingly, the Offeror will be posting in due course formal notices under section
279 of the Companies Act 2006 to TripleArc shareholders who have not accepted the Offer by that time.

    Cancellation of trading

    Since valid acceptances have been received in respect of more than 75 per cent. of the voting rights attaching to TripleArc shares, the
Offeror intends to procure that TripleArc makes an application to the London Stock Exchange for the cancellation of admission to trading of
the TripleArc shares on AIM with effect from 13 June 2008 (being 20 business days following the date of this announcement) or such later
date as the Offeror may determine. Such cancellation would significantly reduce the liquidity and marketability of any TripleArc shares in
respect of which valid acceptances of the Offer have not been received. Following cancellation of admission to trading of the TripleArc
shares, the Offeror intends to procure that a resolution is proposed to re-register TripleArc as a private company under the relevant
provisions of the Companies Act 1985.

    Terms contained in the Offer Document have the same meaning in this announcement unless the context otherwise requires.
      
    Enquiries:

    office2office plc

    Simon Moate (Chief Executive Officer)              Tel: +44 (0)1603 695 756
    Mark Cunningham (Finance Director)                 Tel: +44 (0)1603 694 128        

    Wyvern Partners (Financial Adviser to o2o)

    Peter Bowman                                                  Tel: +44 (0)20 7355 9852
    Stephen Lockley                                                Tel: +44 (0)20 7355 9853

    Panmure Gordon (Sponsor & Broker to o2o)    

    Mark Lander                                                     Tel: +44 (0)20 7459 3600
    Stuart Gledhill                                                    Tel: +44 (0)20 7459 3600

    Rawlings Financial PR Limited (Public Relations Adviser to o2o)

    Catriona Valentine                                             Tel: +44 (0)845 226 7910
    Keeley Clarke                                                   Tel: +44 (0)845 226 7910

    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.

    The Offer is not being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including,
without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce, or of any facility of a
national securities exchange, of the United States of America, Canada, Australia or Japan or any other jurisdiction where it is unlawful to
do so ("the Excluded Territories") and cannot be accepted by any such use, means, instrumentality or facility or from within any of the
Excluded Territories. This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities.

    Copies of the Offer Document are available for inspection during normal business hours on any business day at the offices of Macfarlanes
LLP, 10 Norwich Street, London EC4A 1BD while the Offer remains open for acceptance.

    The o2o Directors and the Offeror Directors accept responsibility for the information contained in this announcement. 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 is in accordance with the facts and does not omit anything likely to affect the import of
such information.
This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
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