EAS.L Regulatory News (EAS)

9 May 2005 17:03

Refco Trading Services (UK) Ltd09 May 2005 Refco Trading Services (UK) Limited Recommended Offer for EasyScreen plc Unconditional in all respects For immediate release 9 May 2005 Dawnay, Day Corporate Finance Limited ("Dawnay Day") is pleased to announce thatthe Offer by Dawnay Day on behalf of Refco Trading Services (UK) Limited("Refco") for the whole of the issued share capital of EasyScreen plc("EasyScreen") is hereby declared unconditional in all respects. EasyScreen Shareholders who have not yet accepted the Offer are reminded tocomplete and return their Forms of Acceptance as soon as possible. The consideration due to all EasyScreen Shareholders who have validly acceptedthe Offer by 1.00 p.m. on 9 May 2005 will be posted no later than 23 May 2005. Prior to the announcement of the Offer, Refco and its Associate held 8,676,721EasyScreen Shares (representing 9.09% of its issued share capital). During theOffer Period Refco has acquired 26,050,000 EasyScreen Shares (representing27.29% of its issued share capital). On 9 May 2005 Refco and its Associate held34,726,721 EasyScreen Shares (representing 36.38% of its issued share capital). As at 1.00 p.m. on 9 May 2005 valid acceptances of the Offer had been received(and not withdrawn) in respect of 15,749,185 EasyScreen Shares (16.50% ofEasyScreen's issued share capital). As stated above Refco already holds 36.38%of EasyScreen's issued share capital. Thus the total percentage of acceptancesreceived (and not withdrawn) and EasyScreen Shares held by Refco and itsAssociate is currently 52.88% of EasyScreen's issued share capital. The Offer enables accepting EasyScreen Shareholders to receive 15.525p in cashfor every EasyScreen Share held. The Offer will remain open for acceptance until 1.00 p.m. on 31 May 2005. Subject to any applicable requirements of the UKLA, Refco intends to procurethat EasyScreen applies for cancellation, respectively, of the trading inEasyScreen Shares on the London Stock Exchange's main market for listedsecurities and of the listing of EasyScreen Shares on the Official List. It isanticipated that the cancellation of the listing of the EasyScreen Shares willtake effect no earlier than 20 business days following the date of theapplication. The cancellation of the listing will significantly reduce theliquidity and marketability of EasyScreen Shares which are not acquired underthe Offer. It is also the intention of Refco to propose a resolution to re-registerEasyScreen as a private company. As stated in the Offer Document, Refco intends to apply the provisions ofSections 428-430F (inclusive) of the Companies Act 1985 ("the Act") to acquirecompulsorily any remaining EasyScreen Shares if Refco acquires 90 per cent. ormore of the EasyScreen Shares to which the Offer relates. In those circumstancesany remaining EasyScreen Shareholders will be offered the considerationequivalent to the Offer, as required by Section 430 of the Act. Enquiries Dawnay, Day Corporate Finance Limited Sandy Jamieson/Alex Stanbury Tel: 020 7509 4570 Words and expressions used in this announcement have the same meanings as in theOffer Document dated 4 April 2005. 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 for which theyare responsible contained in this announcement is in accordance with the factsand does not omit anything likely to affect the import of such information. Eachof the Directors of Refco accepts responsibility accordingly. This announcement has been approved for the purposes of section 21 of theFinancial Services and Markets Act 2000 by Dawnay Day. Dawnay Day, which isregulated by the Financial Services Authority, is acting for Refco and no oneelse and will not be responsible to anyone other than Refco for providing theprotections afforded to customers of Dawnay Day or for providing advice inrelation to the Offer. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR INPART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA ORJAPAN. This information is provided by RNS The company news service from the London Stock Exchange