4th Apr 2005 11:52
Refco Trading Services (UK) Ltd04 April 2005 Not for release, publication or distribution in, into or from the United States, Canada, Australia, South Africa or Japan For immediate release 4 April 2005 Recommended Cash Offer by Dawnay, Day Corporate Finance Limited on behalf of Refco Trading Services (UK) Limited ("Refco") (a subsidiary of Refco Group Ltd., LLC) for the entire issued and to be issued share capital of EasyScreen plc ("EasyScreen") Further to the announcement made on 16 March 2005 of a cash offer ("the Offer"),to be made by Dawnay, Day Corporate Finance Limited ("Dawnay Day") on behalf ofRefco, for the entire issued and to be issued share capital of EasyScreen, Refconotes the announcement made by EasyScreen on 1 April 2005. The EasyScreen Board, having been so advised by Saffery Champness CorporateFinance, announced that it believes the terms of the Offer to be fair andreasonable and that the EasyScreen Board intends to recommend the Offer toEasyScreen Shareholders. In support of this recommendation Refco has received acceptances, pursuant toirrevocable undertakings, to accept the Offer from each of the Directors ofEasyScreen amounting to, in aggregate, 4,687,649 EasyScreen Shares, representingapproximately 4.91 per cent. of the issued ordinary share capital of EasyScreen.These undertakings remain binding in the event of a higher competing offer beingmade for EasyScreen. In addition, Refco has received an irrevocable undertaking to accept the Offerfrom one further EasyScreen Shareholder amounting to 4,686,706 EasyScreenShares, representing approximately 4.91 per cent. of the issued ordinary sharecapital of EasyScreen. This undertaking also remains binding in the event of ahigher competing offer being made for EasyScreen. Prior to the announcement of the Offer, Refco held 8,676,721 EasyScreen Shares,9.09 per cent. of its issued share capital. As disclosed above Refco has alsoreceived irrevocable undertakings to accept the Offer amounting to, inaggregate, 9,374,355 EasyScreen Shares. Therefore in total Refco owns, controlsor has received undertakings to accept the Offer in respect of 18,051,076EasyScreen Shares, representing approximately 18.91 per cent. of the issuedshare capital of EasyScreen. The Offer Document and Form of Acceptance relating to the Offer will be postedto EasyScreen Shareholders today. Definitions used in the announcement made on 16 March 2005 have the same meaningin this announcement. Enquiries: Dawnay, Day Corporate Finance Limited Sandy Jamieson 020 7509 4570 This announcement does not constitute an offer or invitation to purchase anysecurities or a solicitation or an offer to buy any securities, pursuant to theOffer or otherwise. Dawnay, Day Corporate Finance Limited which is authorised and regulated by theFinancial Services Authority, is acting exclusively for Refco and no-one else inconnection with the Offer and will not be responsible to anyone other than Refcofor providing the protections afforded to clients of Dawnay, Day CorporateFinance Limited or for giving advice in relation to the Offer or any othermatter referred to in this document. The issue of this announcement has been approved by the Refco Board. TheDirectors of Refco are the persons responsible for the information contained inthis announcement. To the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case) the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. Each of the Directors of Refcoaccepts responsibility accordingly. The Offer is not being made directly or indirectly in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, email and telephone) of interstate or foreigncommerce of, or any facility of a national securities exchange of, the UnitedStates, nor is it being made directly or indirectly in or into Canada,Australia, South Africa or Japan, and the Offer cannot be accepted by any suchuse, means, instrumentality or facility or from or within the United States,Canada, Australia, South Africa or Japan. Accordingly, copies of thisannouncement, the Offer Document, the Form of Acceptance and any relateddocuments are not being and must not be, mailed or otherwise distributed,forwarded, transmitted or sent in, into or from the United States, Canada,Australia, South Africa or Japan and persons receiving this announcement, theOffer Document or the Form of Acceptance (including custodians, nominees andtrustees) must not mail or otherwise distribute, forward, transmit or send it/them in, into or from the United States, Canada, Australia, South Africa orJapan. Doing so may render invalid any purported acceptance of the Offer.Further information for Overseas Shareholders is set out in the Offer Document.Any person (including, without limitation, any nominee, trustee or custodian)who would, or otherwise intends to, or who may have a contractual or legalobligation to, mail, distribute, forward or transmit this announcement, theOffer Document, the Form of Acceptance or any related documents to anyjurisdiction outside the United Kingdom should read the relevant information inthe Offer Document before taking any action. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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