16th Mar 2005 17:05
Refco Trading (UK) Ltd16 March 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN FOR IMMEDIATE RELEASE 16 March 2005 Cash Offer by Dawnay, Day Corporate Finance Limited on behalf of Refco Trading Services (UK) Limited (a subsidiary of Refco Group Ltd., LLC) for EasyScreen plc Summary • The Board of Refco Trading Services (UK) Limited ("Refco") announces the terms of a cash offer, to be made by Dawnay, Day Corporate Finance Limited ("Dawnay Day") on behalf of Refco, for the entire issued and to be issued share capital of EasyScreen plc ("EasyScreen") not already owned by Refco ("the Offer"). • Refco's approach has been welcomed by the board of EasyScreen. Refco believes that, subject to EasyScreen obtaining competent independent advice, the Offer is one capable of being recommended by EasyScreen's board. • The Offer will be 15.525p for each EasyScreen Share. • The Offer values the entire existing issued share capital of EasyScreen at £14.8 million. • The Refco Group already holds 8,676,721 EasyScreen Shares representing 9.09% of EasyScreen's issued share capital. Commenting on the Offer, Phillip Bennett, Chairman of Refco, said: "Refco very much looks forward to bringing EasyScreen into the Refco stable. Webelieve that this acquisition will offer exciting opportunities for thecontinued expansion of Refco's business." Enquiries:Refco Group Ltd., LLCWilliam Sexton 001 (212) 587 2273 Dawnay, Day Corporate Finance LimitedSandy Jamieson +44 (0) 20 7509 4570 This summary should be read in conjunction with the full text of the followingannouncement. The Offer will not be extended to citizens of, or persons resident in, certainoverseas jurisdictions. This announcement does not constitute or form part of an offer or an invitationto purchase securities. The attention of EasyScreen Shareholders is drawn to the fact that under theTakeover Code, there are certain UK dealing disclosure requirements in respectof relevant securities during an offer period. The disclosure requirements referred to below are set out in more detail in Rule8 of the Code. In particular, Rule 8.3 of the Code requires public disclosure ofdealings during an offer period by persons who own or control or would as aresult of a transaction, own or control 1 per cent. or more of any class of therelevant securities. Note 5 to Rule 8 of the Code specifies the details that are to be included in adisclosure and makes reference to the Dealing Disclosure Form required to besubmitted, copies of which may be obtained from the Panel at the addressspecified below or from the Panel's website, www.thetakeoverpanel.org.uk. A copyof the entire Code may also be found at the Panel's website, for furtherinformation. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN FOR IMMEDIATE RELEASE 16 March 2005 Cash Offer by Dawnay, Day Corporate Finance Limited on behalf of Refco Trading Services (UK) Limited (a subsidiary of Refco Group Ltd., LLC) for EasyScreen plc 1. Introduction The Board of Refco announces the terms of a cash offer to be made by Dawnay Dayon behalf of Refco for the entire issued and to be issued share capital ofEasyScreen not already owned by Refco. 2. The Offer The Offer, which will be made on the terms and subject to conditions set out inAppendix I to this announcement and, together with those further terms to becontained in the Offer Document and Form of Acceptance, will be to acquire allof the EasyScreen Shares not already owned by Refco, together with any to beissued EasyScreen Shares, on the following basis: The Offer: For every EasyScreen Share 15.525p in cash The Offer values the entire existing issued share capital of EasyScreen at £14.8million. The EasyScreen Shares which are the subject of the Offer will be acquired byRefco fully paid and free from all liens, charges, equitable interests,encumbrances and other interests, together with all rights now or hereafterattaching thereto, including the right to receive and retain all dividends andother distributions declared, paid or made after the date of this announcement. The Offer will extend to all EasyScreen Shares unconditionally allotted orissued on the date on which the Offer is made and any further EasyScreen Sharesunconditionally allotted or issued while the Offer remains open for acceptance(or such earlier date as Refco may, subject to the Takeover Code, decide). 3. Background to, and reasons for, the Offer Refco and EasyScreen have been working together for some years and the closerelationship between the two companies now militates in favour of EasyScreencoming under the ownership of Refco. Refco believes that EasyScreen's potentialcan best be realised in this manner and accordingly that this Offer is in thebest interests of EasyScreen Shareholders. 4. Information on Refco Group The Refco group was founded in 1969 and has become a leading global anddiversified financial services company, with more than $20 billion in assets and$4 billion in global client equity. It has approximately 3,000 employees andmemberships of all principal exchanges. Refco Trading Services (UK) Limited is a wholly owned subsidiary of Refco GroupLtd., LLC. 5. Information on EasyScreen EasyScreen designs and markets to financial institutions innovative software fortrading on and connectivity to electronic exchanges. The software enablesfinancial institutions' traders and customers to place orders electronically ona number of major exchanges worldwide. 6. Shareholding in EasyScreen Westminster Clearing Limited, a wholly-owned subsidiary of Refco Group Ltd.,LLC, already holds 8,676,721 EasyScreen Shares representing approximately 9.09%of EasyScreen's issued share capital. Save as disclosed above, neither Refco, nor any Director of Refco, nor so far asthe Directors of Refco are aware, any person acting in concert with Refco forthe purposes of the Offer, owns or controls or holds an option to purchase, orhas any arrangement in relation to EasyScreen Shares or any securitiesconvertible or exchangeable into EasyScreen Shares or options (included tradedoptions) in respect of, or has entered into any derivative referenced to, anysuch shares. For these purposes, "arrangement" includes any indemnity or optionarrangement, any agreement or understanding, formal or informal, of whatevernature, relating to EasyScreen Shares which may be an inducement to deal or torefrain from dealing in such shares. 7. Cancellation of listing and compulsory acquisition of EasyScreen Shares If the Offer is declared unconditional in all respects Refco will procure thatEasyScreen applies to the UK Listing Authority and to the London Stock Exchangefor the cancellation of the listing of EasyScreen Shares on the Official Listand of their trading on the London Stock Exchange. In addition, subject to the acquisition of 90% of the EasyScreen Shares to whichthe Offer relates, Refco intends to apply the provisions of sections 428 to 430F(inclusive) of the Companies Act 1985 to acquire compulsorily any remainingEasyScreen Shares. 8. Convertible Bond On 29 October 2001, EasyScreen issued a £2 million secured convertible bond toeSpeed, Inc. A separate offer will be made by Dawnay Day on behalf of Refco forsuch convertible bond subject to the Offer being declared unconditional. 9. Financing of the Cash Offer The maximum amount payable in cash if all EasyScreen Shareholders accept theOffer is approximately £13.5 million. Dawnay Day is satisfied that Refco has the financial resources to satisfy fullacceptance of the Offer in cash. 10. EasyScreen's response to the Offer Yesterday morning Refco met with the EasyScreen board and outlined its proposalsregarding the Offer. EasyScreen's board welcomed Refco's approach. EasyScreen'sboard is currently considering the Offer and will be seeking independentfinancial advice on its terms in compliance with Rule 3 of the Takeover Code,with a view to advising EasyScreen Shareholders on the Offer. Refco believesthat, subject to the outcome of such advice, the Offer is one capable of beingrecommended by EasyScreen's board. 11. General The Offer Document containing the full terms of the Offer will be posted toEasyScreen Shareholders as soon as practicable. The conditions to the Offer areset out in Appendix I and, together with certain further terms of the Offer,will be set out in full in the Offer Document and Form of Acceptance. Dawnay Day, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Refco and for no oneelse in connection with the Offer and will not be responsible to anyone otherthan Refco for providing the protections afforded to its customers or forproviding advice in relation to the Offer. Dawnay Day has approved the contents of this announcement solely for the purposeof Section 21 of the Financial Services and Markets Act 2000. This announcementdoes not constitute an offer to sell or an invitation to purchase any securitiesor the solicitation of an offer to buy any securities, pursuant to the Offer orotherwise. The Offer will be made by the Offer Document and Form of Acceptance. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselvesabout, and observe, any applicable requirements. In particular, the Offer willnot be made, directly or indirectly, in, into or from or by the use of the mailsor any means of instrumentality (including, without limitation, facsimiletransmission, telex, telephone or internet) of interstate or foreign commerceof, or of any facility of a national securities exchange of, the United States,Canada, Australia, South Africa or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of such jurisdiction.Accordingly, copies of this announcement are not being, and must not be, mailedor otherwise distributed or sent in or into or from the United States, Canada,Australia, South Africa or Japan. Persons receiving this announcement(including, without limitation, custodians, nominees and trustees) must notdistribute or send it in, or into or from, the United States, Australia, SouthAfrica, Canada or Japan. Any persons who are subject to the laws of any jurisdiction other than theUnited Kingdom should inform themselves about, and observe, any applicable legalor regulatory requirements. Further information in relation to overseasshareholders will be contained in the Offer Document. The full terms and conditions of the Offer (including details of how the Offermay be accepted) will be set out in the Offer Document and Form of Acceptance.EasyScreen Shareholders who accept the Offer may only rely on the Offer Documentand Form of Acceptance for all the terms and conditions of the Offer. Indeciding whether or not to accept the Offer in relation to their EasyScreenShares, EasyScreen Shareholders should rely only on the information contained,and procedures described, in the Offer Document and Form of Acceptance.EasyScreen Shareholders are strongly advised to read the Offer Document when itis available because it will contain important information. This announcement has been approved by the Board of Refco. The Directors of Refco accept responsibility 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 document for which they are responsible is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Each ofthe Directors of Refco accepts responsibility accordingly. Dawnay Day has given and has not withdrawn its written consent to thepublication of this announcement containing references to its name in the formand context in which they appear. The attention of EasyScreen Shareholders is drawn to the fact that under theTakeover Code, there are certain UK dealing disclosure requirements in respectof relevant securities during an offer period. An offer period was deemed tohave commenced on 16 March 2005 when this announcement was made. The disclosure requirements referred to below are set out in more detail in Rule8 of the Takeover Code. In particular, Rule 8.3 of the Takeover Code requirespublic disclosure of dealings during an offer period by persons who own orcontrol or would as a result of a transaction, own or control 1 per cent. ormore of any class of the relevant securities. Note 5 to Rule 8 of the Takeover Code specifies the details that are to beincluded in a disclosure and makes reference to the Dealing Disclosure Formrequired to be submitted, copies of which may be obtained from the Panel at theaddress specified below or from the Panel's website, www.thetakeoverpanel.org.uk A copy of the entire Takeover Code may also be found at the Panel's website,for further information. The obligation for disclosure during the Offer Period that commenced on 16 March2005 in relation to dealings in EasyScreen Shares will conclude on the date onwhich the Offer becomes or is declared unconditional in all respects, or on thedate on which the Offer lapses. Disclosure should be made on a DealingDisclosure Form by no later than 12 noon on the business day following the dateof the dealing transaction. These disclosures should be made via a regulatoryinformation service such as the Regulatory News Service of the London StockExchange, by fax (fax number: +44 (0)20 7588 6057) or by electronic delivery onthe appropriate form with a copy sent to the Panel (fax number: +44 (0)20 72569386, e-mail: [email protected]). If you are in any doubt as to theaction that you should take with regard to Rule 8 of the Takeover Code you arerequested to contact the Panel on (020) 7382 9026 for further information. Appendix I Conditions to and certain further terms of the Offer The Offer will be made by Dawnay Day on behalf of Refco in accordance with theapplicable rules and regulations of the London Stock Exchange and the TakeoverCode and will be governed by English law and is subject to the jurisdiction ofthe Courts of England and Wales. The Offer will be conditional on: (a) valid acceptances being received (and not, where permitted, withdrawn)by not later than 3.00 p.m. on the date which is 21 days after the date ofposting of the Offer Document, being the first closing date of the Offer (orsuch later time(s) and/or date(s) as Refco may, subject to the rules of the Codeor with the consent of the Panel, decide) in respect of not less than 90 percent. (or such lower percentage as Refco may decide) of the EasyScreen Shares towhich the Offer relates, provided that this condition will not be satisfiedunless Refco shall have acquired or agreed to acquire (whether pursuant to theOffer or otherwise) EasyScreen Shares carrying in aggregate more than 50 percent. of the voting rights then normally exercisable at general meetings ofEasyScreen, including for this purpose (to the extent, if any, required by thePanel), any such voting rights attaching to any EasyScreen Shares that areunconditionally allotted or issued before the Offer becomes or is declaredunconditional as to acceptances, whether pursuant to the exercise of anyoutstanding subscription or conversion rights or otherwise, and for this purpose(i) the expression "EasyScreen Shares to which the Offer relates" shall beconstrued in accordance with sections 428-430F of the Act and (ii) EasyScreenShares which have been unconditionally allotted but not issued shall be deemedto carry the voting rights which they will carry on issue; (b) no government or governmental, or quasi-governmental authority (whethersupra-national, national, regional, local or otherwise), statutory or regulatorybody, or any court, trade agency, association, institution or professional orenvironmental body or (without prejudice to the generality of the foregoing) anyother body or person whatsoever in any jurisdiction (including any foreignjurisdiction) ("Authorities") having taken, instituted, implemented orthreatened any action, proceeding, suit, investigation or enquiry, or enacted,made or proposed any statute, regulation or order or taken any other steps whichwould or might reasonably be expected to: (i) make the Offer, its implementation or the acquisition or proposed acquisition by Refco or any other member of the Wider Refco Group ofany shares or other securities in, or control of EasyScreen or any other memberof the Wider EasyScreen Group, void, illegal, prohibited and/or unenforceable inor under the laws of any relevant jurisdiction, or otherwise directly orindirectly restrain, prevent, prohibit, restrict or delay or otherwise interferewith the Offer or such acquisition or impose additional conditions orobligations with respect to the Offer or such acquisition, or otherwise impede,challenge or interfere with the Offer or such acquisition, or require amendmentto the terms of the Offer or the proposed acquisition of any EasyScreen Sharesor the acquisition of control of EasyScreen or any member of the WiderEasyScreen Group by Refco; or (ii) require, prevent or delay the divestiture (or alter the terms envisaged forany proposed divestiture) by any member of the Wider Refco Group of any sharesor other securities (or the equivalent) in EasyScreen; (iii) require, prevent or delay the divestiture (or alter the terms envisaged for any proposed divestiture) by any member of the Wider Refco Group or by any member of the Wider EasyScreen Group, in any such case of all orany portion of their respective businesses, assets or properties or impose anylimitation on theability of any of them to conduct any of their respective businesses (or any of them) or to own or dispose of any of their respective assets or properties or any part thereof; (iv) impose any limitation on, or result in a delay in, the ability of any member of the Wider Refco Group or any member of the Wider EasyScreen Group to acquire or to hold or to exercise effectively, directly orindirectly, all or any rights of ownership in respect of shares or loans orsecurities convertible into shares or other securities (or the equivalent) in,or to exercise management control over, any member of the Wider EasyScreen Groupor any member of the Wider Refco Group; (v) without limitation to the foregoing, require any member of the Wider RefcoGroup or the Wider EasyScreen Group to acquire, or to offer toacquire, any shares or other securities (or their equivalent) in any member ofthe Wider Refco Group or any member of the Wider EasyScreen Group or any assetowned by any third party (other than in implementation of the Offer or pursuantto Part XIII A of the Act or pursuant to Rule 9 of the Code) or to sell, or tooffer to sell, any shares or other securities (or their equivalent) or anyinterest in any asset owned by any member of the Wider Refco Group or the WiderEasyScreen Group; (vi) impose any limitation on the ability of any member of the Wider Refco Group or any member of the Wider EasyScreen Group to integrate orco-ordinate its business, or any part of it, with all or any part of thebusinesses of any other member of the Wider Refco Group or the Wider EasyScreenGroup; (vii) result in any member of the Wider EasyScreen Group or the Wider Refco Group ceasing to be able to carry on business under any name under which it presently does so or ceasing to be able to use in its business any name, trademark or other intellectual property right which it at present uses inand uses on the same basis and terms as at present apply; or (viii) otherwise adversely affect any or all of the business,assets, financial or trading position, profits or prospects of any member of theWider EasyScreenGroup or any member of the Wider Refco Group; and all applicable waiting and other time periods during which any Authoritycould intervene in such a way under the laws of any relevant jurisdiction havingexpired, lapsed or been terminated; (c) there being no provision of any arrangement, agreement, licence, permit, franchise, facility, lease or other instrument to which any member ofthe Wider EasyScreen Group is a party or by or to which any such member or anyof its assets is or are or may be bound, entitled or subject or any circumstancewhich, in each case as a consequence of the Offer or the acquisition or proposedacquisition of any shares or other securities in, or control of, EasyScreen orany other member of the Wider EasyScreen Group by any member of the Wider RefcoGroup or any part thereof or any matter arising therefrom or relating thereto orotherwise, could or might reasonably be expected to result in: (i) any monies borrowed by or any other indebtedness or liabilities, actual or contingent, of, or grant made or available to, any member of the Wider EasyScreen Group being or becoming repayable or being capable of being declared repayable immediately or prior to its stated maturity or repayment date or the ability of any member of the Wider EasyScreen Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited; (ii) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider EasyScreen Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable or being capable of being enforced; (iii) any interest, assets or property of any member of the Wider EasyScreen Group being or falling to be disposed of or charged or any right rising under which any such interest assets or property could be required to be disposed of or charged otherwise than in the ordinary course of business; (iv) without limitation to the foregoing, any member of the Wider Refco Group or the Wider EasyScreen Group being required to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider Refco Group or the Wider EasyScreen Group or any asset owned by any third party or to sell, or to offer to sell, any shares or other securities (or the equivalent) in or any asset owned by any member of the Wider Refco Group or the Wider EasyScreen Group; (v) any member of the Wider EasyScreen Group ceasing to be ableto carry on business under any name under which it presently does so or ceasingto be able to use in its business any name, trademark or other intellectualproperty right which it at present uses, in each case on the same basis andterms as at present apply; (vi) the creation of any liability actual or contingent by any such member; (vii) the rights, liabilities, obligations or interests of any member of the Wider EasyScreen Group under any such arrangement, agreement,licence, permit, franchise, facility, lease or other instrument or the interests or business of any such member in or with any other person, firm, company orbody (or any arrangement or arrangements relating to any such interests orbusiness) being, or becoming capable of being, terminated or adversely, modifiedor affected or any obligation or liability arising or any action being taken orarising thereunder; or (viii) the financial or trading position profits or prospects or value or, business or assets of any member of the Wider EasyScreen Group beingprejudiced or adversely affected; and no event having occurred which, under any provision of any such arrangement,agreement, licence, permit, franchise, facility, lease or other instrument,could result in any of the events or circumstances which are referred to inparagraphs (i) to (viii) of this condition (c); (d) all necessary notifications and filings having been made, all appropriate waiting periods under any applicable legislation or regulations ofany jurisdiction having expired, lapsed or terminated in each case in respect ofthe Offer and the acquisition of any shares in or control of EasyScreen by Refcoand all authorisations, orders, recognitions, grants, consents, licences,confirmations, clearances, permissions and approvals necessary or appropriate inany jurisdiction for or in respect of the Offer or proposed acquisition of anyshares in, or control of, EasyScreen by Refco having been obtained in terms andin a form reasonably satisfactory to Refco from all appropriate Authorities or(without prejudice to the generality of the foregoing) from any persons orbodies with whom any member of the EasyScreen Group has entered into contractualarrangements and such authorisations, orders, recognitions, grants, consents,licences, confirmations, clearances, permissions and approvals together with allauthorisations, orders, recognitions, grants, consents, licences, confirmations,clearances, permissions and approvals necessary or appropriate for any member ofthe EasyScreen Group to carry on its business remaining in full force and effectat the time when the Offer becomes or is declared wholly unconditional and allfilings necessary for such purpose having been made and there being no notice orintimation of any intention to revoke or not to renew any of the same and allnecessary statutory or regulatory obligations in all relevant jurisdictionshaving been complied with; (e) except as fairly disclosed in EasyScreen's annual report and accounts for the year ended 31 March 2004 (the "Report and Accounts") or as fairly disclosed in EasyScreen's listing particulars dated 28 September 2004 or as fairly disclosed in the interim financial statement for the six months to 30September 2004 ("Interim Statement") or as otherwise publicly announced byEasyScreen (by the delivery of an announcement to the Company AnnouncementsOffice of the London Stock Exchange or an appropriate regulatory informationservice) prior to the date of this announcement (such information being"publicly announced") no member of the Wider EasyScreen Group having: (i) (save as between EasyScreen and wholly-owned subsidiaries of EasyScreen) issued or agreed to issue or authorised or proposed the issue ofadditional shares of any class, or securities convertible into or exchangeablefor, or rights, warrants or options to subscribe for or acquire, any such sharesor convertible; (ii) recommended, declared, paid or made, or proposed the recommendation, declaration or payment or making of, any bonus, dividend or other distribution whether in cash or otherwise other than to wholly owned members of the Wider EasyScreen Group; (iii) made or committed to make or authorised or proposed or announced an intention to propose any change in its loan capital; (iv) merged with or demerged or acquired any body corporate or acquired or disposed of or (save in the ordinary course of business) transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any assets (including shares and trade investments) or authorised, proposed or announced its intention so to do; (v) issued, authorised or proposed or announced an intention to propose the issue of any debentures or (save in the ordinary course of business) become subject to any contingent liability or incurred or increased any indebtednessor contingent liability; (vi) purchased, redeemed or repaid or announced any proposal for the purchase, redemption or repayment of any of its own shares or other securities or reduced or made, or proposed the reduction or making of, any other change to any part of its share capital; (vii) entered into or varied or authorised or become bound by or proposed the entry into or variation of, or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude; or (B) could be restrictive to the businesses of any member of the Wider EasyScreen Group or any member of the Wider Refco Group; or (C) involves or would involve an obligation of a long term, onerous or unusual nature or magnitude or which could be restrictive to the businesses of anymember of the Wider EasyScreen Group or any member of the Wider Refco Group; or (D) is other than in the ordinary course of business; (viii) entered into, implemented, effected, authorised or proposed orannounced its intention to enter into, implement, effect, authorise or proposeany contract, reconstruction, amalgamation, scheme, commitment or othertransaction or arrangement; (ix) entered into or varied or made any offer (which remains open foracceptance) to enter into or vary the terms of any agreement, commitment,arrangement or contract with any of the directors or senior executives of anymember of the Wider EasyScreen Group; (x) taken or proposed any corporate action or had any order made orlegal proceedings instituted or threatened against it or petition presented forits winding-up (voluntarily or otherwise), dissolution or reorganisation or forthe appointment of a receiver, administrator, administrative receiver, trusteeor similar officer of all or any of its assets and revenues or for any analogousproceedings or steps having occurred in any jurisdiction or for the appointmentof any analogous person in any jurisdiction; (xi) made or agreed or consented to any change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to thepensions which are payable, thereunder, or to the basis on which qualificationfor, or accrual of or entitlement to, such benefit or pensions are calculated ordetermined or to the basis upon which the liabilities (including pensions) orsuch pension schemes are funded or made, or agreed or consented to any change tothe trustees involving the appointment of a trust corporation or allowed anydeficit (actual or contingent) to arise or persist in relation to the funding ofany such scheme; (xii) 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 asubstantial part of its business; (xiii) waived or compromised or settled any claim; (xiv) made any alteration to its memorandum or articles of association,or any other incorporation document; or (xv) entered into any agreement, contract, commitment or arrangement orpassed any resolution or made any offer (which remains open for acceptance) orproposed with respect to any of the transactions, matters or events referred toin this condition (e); (f) except as disclosed in the Report and Accounts, the Interim Statement orsave as publicly announced prior to the date of this announcement: (i) there having been no adverse change or deterioration in the business, assets, financial or trading position or profits, assets or prospects of any member of the Wider EasyScreen Group; (ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider EasyScreen Group is ormay become a party (whether as claimant or defendant or otherwise) and noenquiry or investigation (save as a result of the Offer) by or against orcomplaint or reference to any Third Party having been threatened, announced orinstituted by or remaining outstanding against or in respect of any member ofthe Wider EasyScreen Group; (iii) no contingent or other liability having arisen or become apparent or increased which has or might be likely to have an adverse effect onany member of the Wider EasyScreen Group; (iv) there having been no inquiry or investigation (save as a result of the Offer) by, or complaint or reference to, any Third Party of a material nature to EasyScreen in respect of any member of the Wider EasyScreenGroup and no such inquiry, investigation, complaint or reference having beenthreatened, announced, implemented, instituted or remaining outstanding; and (v) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider EasyScreen Group; (g) Refco not having discovered that any: (i) financial or business or other information concerning the Wider EasyScreen Group disclosed at any time by or on behalf of any member of the Wider EasyScreen Group, whether publicly, to any member of the Wider RefcoGroup or otherwise, is misleading or contains a misrepresentation of fact oromits to state a fact necessary to make any information contained therein notmisleading; or (ii) member of the Wider EasyScreen Group or partnership, company or other entity in which any member of the Wider EasyScreen Group has an interest and which is not a subsidiary undertaking of EasyScreen is subject to any liability (contingent or otherwise) which is not fairly disclosed in the Report and Accounts or the Interim Statement; (h) Refco not having discovered: (i) that any past or present member of the Wider EasyScreen Group has not complied with all applicable legislation or regulations of anyjurisdiction with regard to the use, presence, treatment, handling, transport,storage, disposal, discharge, spillage, leak or emission of any waste orhazardous substance or any substance likely capable of causing harm or damage tothe environment or human health, or otherwise relating to environmental, healthor safety matters, or that there has otherwise been any such use, presence,treatment, handling, transport, storage, disposal, discharge, spillage, leak oremission (whether or not the same constituted a non-compliance by any personwith any such legislation, directions, common laws, notices, orders, circulars,guidance or regulations and wherever the same may have taken place) which, inany such case, would be likely to give rise to any liability (whether actual orcontingent) on the part of any member of the Wider EasyScreen Group; (ii) that there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property or land now or previously owned, occupied or made use of by any past or presentmember of the Wider EasyScreen Group or any controlled waters under any past,present or future environmental, health or safety legislation, directives,common laws, notices, orders, circulars, guidance, regulation or other lawfulrequirement of any relevant authority or Third Party or otherwise or tocontribute to the cost thereof or associated therewith or indemnify any personin relation thereto; (iii) that circumstances exist which are likely to result in any requirement, or actual or contingent liability of any member of the Wider EasyScreen Group under any of the applicable legislation referred to in sub-paragraph (i), or (ii) above to any relevant authority instituting or any member of the Wider EasyScreen Group or Refco being required to institute anenvironmental, health or safety audit or take any other steps to improve, or modify existing or install new plant, machinery or equipment or to carry out anychanges in the processes currently carried out; (iv) that circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product, by-product or process of manufacture or service or materials used therein now orpreviously manufactured, supplied, sold or in any way dealt with or handled byany past or present member of the Wider EasyScreen Group; or (v) any circumstances which indicate that any of the sub-paragraphs (i)-(iv) above may not be satisfied. (i) The Office of Fair Trading not having indicated to Refco that it is theintention of the Secretary of State for Trade and Industry to refer the proposedacquisition of EasyScreen by Refco, or any matters arising therefrom, to theCompetition Commission. Refco reserves the right to waive all or any of conditions (b) to (i) inclusiveabove, in whole or in part. The Offer will lapse unless all the above conditionsare satisfied or (if capable of waiver, waived or where appropriate determinedby Refco to have been or to remain satisfied, by midnight on the day which is 21days after the later of the first closing date of the Offer and the date onwhich the Offer becomes or is declared unconditional as to acceptances or suchlater date as Refco may with the consent of the Panel decide. Conditions (b) to(i) will be waived forthwith upon the Offer being declared unconditional as toacceptances, save in the case of any prior breach of such conditions. Condition(b) and (i) must be fulfilled or satisfied within 21 days after the later of thefirst closing date and the date on which condition (a) is fulfilled (or in eachcase such later date as the Panel may agree) provided that, save as aforesaid,Refco shall be under no obligation to waive or treat as satisfied any conditionby a date earlier than the latest date specified above for the satisfactionthereof notwithstanding that the other conditions of the Offer may at suchearlier date have been waived or fulfilled and that there are at such earlierdate no circumstances indicating that any of such conditions may not be capableof fulfilment. The Offer will lapse if it is referred to the Competition Commission or if theEuropean Commission either initiates proceedings under Article 6(1)(c) ofCouncil Regulation (EEC) 4064/89 or makes a referral to a competent authority ofthe United Kingdom under Article 9(1) before (in any such case) the firstclosing date of the Offer or the date on which the Offer becomes or is declaredunconditional as to acceptances, whichever is the later. If Refco is required by the Panel to make an offer for EasyScreen Shares underthe provisions of Rule 9 of the Code, Refco may make such alterations to theterms and conditions of the Offer as are necessary to comply with the provisionsof that Rule. Appendix II BASES AND SOURCES In this announcement, unless otherwise stated or the context requires, thefollowing bases and sources have been used: 1 General Financial information relating to EasyScreen has been extracted from therelevant published Annual Report and Accounts of EasyScreen and/or publicstatements made by EasyScreen and financial information relating to Refco hasbeen extracted from the relevant published Annual Report and Accounts of Refcoand/or public statements made by Refco. 2 Value of the Offer The Offer values EasyScreen at approximately £14.8 million, there are 95,443,944EasyScreen Shares in issue. Refco is not aware of any options to subscribe fornew EasyScreen Shares other than in respect of the existing share option schemesand warrants, none of which has an exercise price which is equal to or below theOffer price. 3 Time All the times referred to in this announcement are London times. Appendix III DEFINITIONS In this announcement, the following definitions apply, unless the contextrequires otherwise: "Act" or the the Companies Act 1985, as amended"Companies Act""Australia" the Commonwealth of Australia, its states, territories or possessions "Board" or the board of directors of Refco"Directors""Canada" Canada, its possessions and territories and all areas subject to its jurisdiction or any political sub-division thereof "Dawnay Day" Dawnay, Day Corporate Finance Limited, financial adviser to Refco "dealing day" a day on which dealings in domestic securities takes place on and with the authority of the London Stock Exchange "EasyScreen " EasyScreen plc "EasyScreen Group" EasyScreen and its subsidiary undertakings and, where the context permits, each of them "EasyScreen the holders of EasyScreen SharesShareholders" "EasyScreen Shares" or ordinary shares of 5p each in the capital of"EasyScreen Ordinary EasyScreenShares" "Form of Acceptance" the form of acceptance and authority for use in connection with the Offer "FSA" the Financial Services Authority "Japan" Japan, its cities, prefectures, territories and possessions "London Stock the London Stock Exchange plcExchange" "Offer" or "Cash the offer to be made by Dawnay Day on behalf of Refco toOffer" acquire all of the issued and to be issued EasyScreen Shares not already owned by Refco on the terms and subject to the conditions to be set out in the Offer Document and Form of Acceptance, including, where the context requires, any subsequent revision, variation, extension or renewal of such Offer "Offer Document" the formal document to be sent to EasyScreen Shareholders making the Offer "Official List" the Official List of the UKLA "Panel" the Panel on Takeovers and Mergers "pounds" or "£" denotes the lawful currency of Great Britain and Northern Ireland "Refco" or the Refco Trading Services (UK) Limited "Offeror" "Refco Group" Refco Group Ltd., LLC and subsidiary undertakings and, where the context permits, each of them "Regulatory Information any of the services set out in Schedule 12 of theService" Listing Rules of the UKLA "South Africa" Republic of South Africa, its possessions and territories and all areas subject to its jurisdiction or any political sub-division thereof "Takeover Code" or the City Code on Takeovers and Mergers as amended from"Code" time to time "subsidiary", shall be construed in accordance with the Act (but for"subsidiary this purpose ignoring paragraph 20(i)(b) of Schedule 4Aundertaking", of the Act)"associatedundertaking" and"undertaking" "UKLA" FSA in its capacity as the United Kingdom Listing Authority"United Kingdom" or the United Kingdom of Great Britain and Northern"UK" Ireland "United States", "US" the United States of America, its territories andor "USA" possessions, any State of the United States of America, the District of Columbia and all other areas subject to its jurisdiction "Wider Refco Group" Refco and its subsidiary undertakings and associated undertakings (including any joint venture, partnership, firm or company in which any member of Refco Group is interested or any undertaking in which Refco and such undertakings (aggregating their interests) have 20% or more of the voting capital) "Wider EasyScreen EasyScreen and its subsidiary undertakings andGroup" associated undertakings (including any joint venture, partnership, firm or company in which any member of the EasyScreen Group is interested or any undertaking in which EasyScreen and such undertakings (aggregating their interests) 20% or more of the voting capital) This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
EAS.L