Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

24 October 2014

RECOMMENDED CASH OFFER

for

OFFICE2OFFICE PLC

by

EVO BUSINESS SUPPLIES LIMITED

a newly incorporated company owned by the Endless III Funds that are managed by Endless LLP

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Court confirmation of Reduction in Capital and Scheme becomes effective

The Boards of office2office plc ("office2office") and EVO Business Supplies Limited ("EVO") are pleased to announce that the Scheme to effect the recommended cash offer by EVO to acquire the entire issued and to be issued ordinary share capital of office2office has now become effective in accordance with its terms. This follows confirmation yesterday by the Court of the Capital Reduction required to effect the office2office Acquisition.

As announced by office2office on 23 October 2014, with effect from 7.30 a.m. on 23 October 2014, office2office Shares were suspended from the Official List of the UK Listing Authority and the London Stock Exchange's main market for listed securities. The delisting of office2office Shares from the premium listing of the Official List of the UK Listing Authority and the cancellation of admission to trading of the office2office Shares on the London Stock Exchange's main market for listed securities have been applied for and are expected to take effect at 8.00 a.m. on 27 October 2014.

The consideration of 51 pence in cash per office2office Share to be paid to Scheme Shareholders pursuant to the terms of the Scheme is expected to be dispatched (in the case of certificated holders of Scheme Shares) or settled in CREST (in the case of uncertificated holders of Scheme Shares) no later than 7 November 2014.

Capitalised terms, unless otherwise defined in this announcement, have the meanings given to them in the Scheme Document published on 8 September 2014.

Enquiries:

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or the solicitation of any offer to sell, or an invitation to subscribe for, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the office2office Acquisition or otherwise.

EVO's offer to office2office Shareholders will be made solely by means of the Scheme Document, which contains the full terms and conditions of the office2office Acquisition, including details of how to vote in respect of the Scheme.  Any vote in respect of the Scheme or other response in relation to the office2office Acquisition should be made only on the basis of the information contained in the Scheme Document.  office2office Shareholders are advised to read the formal documentation in relation to the office2office Acquisition carefully once it has been despatched.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them.

Deloitte Corporate Finance is acting for EVO and Endless and no one else in connection with the office2office Acquisition and will not be responsible to anyone other than EVO and Endless for providing the protections afforded to clients of Deloitte Corporate Finance or for providing advice in relation to the office2office Acquisition, the contents of this announcement or any other matters referred to in this announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated in the United Kingdom by the FCA in respect of regulated activities.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting as the sole financial adviser to office2office and no-one else in relation to the subject matter of this announcement and will not be responsible to anyone other than office2office for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the subject matter of this announcement.

Overseas jurisdictions

The availability of the office2office Acquisition or the release, publication or distribution of this document to office2office Shareholders who are not resident in and citizens of the United Kingdom may be restricted by the laws of the relevant jurisdiction in which they are located or of which they are citizens.  Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions.  Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions.  To the fullest extent permitted by applicable law, the companies and persons involved in the office2office Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  This document has been prepared for the purposes of complying with English law, the Listing Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions other than England and Wales.

The office2office Acquisition will not be made, directly or indirectly, in or into, any Restricted Jurisdiction.  Accordingly, copies of this document and formal documentation relating to the office2office Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any Restricted Jurisdiction.  Persons receiving this document (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from any Restricted Jurisdiction.

Notice to US Holders

US Holders should note that the office2office Acquisition relates to the securities of an English company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act and the proxy solicitation rules under the US Exchange Act will not apply to the office2office Acquisition.  Accordingly, the Scheme is subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.  The financial information included in this announcement and which may be included in the Scheme Document has been, or will have been, prepared in accordance with IFRS (with the exception of financial information provided on EVO or Vasanta which has been prepared in accordance with UK GAAP) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.  However, if EVO were to exercise its right to implement the acquisition of the office2office Shares by way of a takeover offer, such offer will be made in compliance with applicable US laws and regulations.

The receipt of cash pursuant to the office2office Acquisition by a US Holder as consideration for the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.  Each office2office Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the office2office Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since EVO and office2office are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US.  US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

If EVO were to exercise its right to implement the acquisition of the office2office Shares by way of a takeover offer, EVO or its nominees, or its brokers (acting as agents), could make certain purchases of, or arrangements to purchase, office2office Shares outside of the US, other than pursuant to the takeover offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act. These purchases could occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases would be disclosed as required in the UK, would be reported via an RIS and would be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and hard copies

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Endless' website (www.endlessllp.com) and on office2office's website (www.office2office.co.uk) by no later than 12 noon on the Business Day following this announcement.  For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this announcement.

office2office Shareholders and persons with information rights may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Capita Asset Services, PXS, The Registry 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on +44 (0)20 8639 3399). Calls within the UK cost 10 pence per minute plus network extras, lines are open 9:00 a.m. to 5:30 p.m., Monday to Friday (except English bank holidays). Calls from outside the UK will be charged at the applicable international rate. It is important that you note that, unless you make such a request, a hard copy of this announcement (and any such information incorporated by reference in it) will not be sent to you. You may also request that all future documents, announcements and information be sent to you in relation to the office2office Acquisition in hard copy form.