RNS Number:8452I
Bilston & Battersea Enamels PLC
18 March 2003
Not for release, publication or distribution in, into or from the United States,
Canada, Japan or Australia
RECOMMENDED CASH OFFER
by
RSM Robson Rhodes
on behalf of
ENESCO HOLDINGS LIMITED ("ENESCO")
for the entire issued and to be issued share capital of
BILSTON & BATTERSEA ENAMELS plc ("BILSTON")
Summary
1. The boards of Enesco and Bilston announce that they have agreed
terms for a recommended cash offer to be made by RSM Robson Rhodes on behalf of
Enesco to acquire the entire issued and to be issued share capital of Bilston.
2. The Offer will be 28 pence in cash for each Bilston Share,
valuing the existing issued share capital of Bilston at approximately #2.48
million.
3. The Offer has been unanimously recommended by the directors of
Bilston who have been advised by PKF.
4. The directors of Bilston and certain other Bilston Shareholders
and their connected persons (as defined in the Code) have irrevocably undertaken
to accept the Offer in respect of their entire legal and beneficial
shareholdings amounting to an aggregate of 6,282,588 Bilston Shares,
representing approximately 70.81 per cent of Bilston's existing issued share
capital.
John Hammond, Chairman of Enesco Holdings Limited, commented:
"We are looking forward to welcoming Bilston & Battersea Enamels plc into the
Enesco group of companies. We have long admired the quality of the Halcyon Days
product ranges and believe that the Enesco Group's skills in international
marketing and distribution can be harnessed on these product ranges for the
benefit of our enlarged group."
Ray Way, Chairman of Bilston, commented:
"We are confident that the Enesco Group is the ideal partner to assist us to
expand the existing core business and to market and launch the new products
currently under development."
Enquiries:
Enesco Holdings Limited John Hammond
Tel: +44 (0) 1228 404040
john.hammond@enesco.co.uk
Lawrence Jennings
Tel: +44 (0) 1228 404040
lawrence.jennings@enesco.co.uk
RSM Robson Rhodes Neil Crawford
(Financial Advisers to Enesco) Tel: +44 (0) 113 2254000
neil.crawford@rsmi.co.uk
Bilston & Battersea Enamels plc Ray Way
Tel: +44 (0) 1902 408440
rayway@compuserve.com
Hugh Gledhill
Tel: +44 (0) 1902 408440
hugh.gledhill@bilstonandbattersea.com
PKF (Financial Advisers to Bilston) Clive Brook
Tel: +44 (0) 161 8325481
clive.brook@uk.pkf.com
This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation or an offer to buy any securities, pursuant to the
Offer or otherwise.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Japan or Australia and the Offer cannot be accepted by any such use, means,
instrumentality or facility, or from within any of these countries. Accordingly,
none of the Offer Document, the Form of Acceptance nor this announcement is
being mailed, published or otherwise distributed or sent to, into or from the
United States, Canada, Japan or Australia and persons receiving such documents
(including custodians, trustees and nominees) must not distribute or send them
to, into or from the United States, Canada, Japan or Australia, nor use the
United States, Canadian, Japanese or Australian mails or any such means or
instrumentality for any purpose, directly or indirectly, in connection with the
Offer and doing so may invalidate any related purported acceptances of the Offer
by persons in any such jurisdiction.
RSM Robson Rhodes, which is regulated in the United Kingdom by the Financial
Services Authority in respect of regulated activities, is acting exclusively for
Enesco and for no one else in connection with the Offer and is not advising any
other person or treating any other person as its client in relation thereto, and
will not be responsible to anyone other than Enesco for providing the
protections afforded to clients of RSM Robson Rhodes, or for providing advice in
relation to the Offer.
PKF, which is regulated in the United Kingdom by the Financial Services
Authority in respect of regulated activities, is acting exclusively for Bilston
and for no one else in connection with the Offer and is not advising any other
person or treating any other person as its client in relation thereto, and will
not be responsible to anyone other than Bilston for providing the protections
afforded to clients of PKF, or for providing advice in relation to the Offer.
RECOMMENDED CASH OFFER
by RSM Robson Rhodes on behalf of
ENESCO HOLDINGS LIMITED
for
BILSTON & BATTERSEA ENAMELS plc
Introduction
The boards of Enesco Holdings Limited ("Enesco") and Bilston & Battersea Enamels
plc ("Bilston") announce that agreement has been reached on the terms of a
recommended cash offer to be made by RSM Robson Rhodes on behalf of Enesco for
the entire issued and to be issued share capital of Bilston.
The Offer
The Offer, which will be subject to the terms and conditions set out in Appendix
1 and more particularly set out in the Offer Document, will be made on the
following basis:
For each Bilston Share 28 pence in cash
The Offer values the entire issued share capital of Bilston at approximately
#2.48 million, and represents a premium of 40 per cent over the closing
middle-market price of 20 pence per Bilston Share on 17 March 2003, the last
dealing day prior to the date of this announcement.
The Bilston Shares will be acquired by Enesco fully paid and free from all
liens, charges, equitable interests, encumbrances and other rights of any nature
whatsoever and together with all rights now or hereafter attaching to them,
including the right to receive and retain all dividends, interest and other
distributions declared, made or paid on Bilston Shares after the date of this
announcement.
Information on Enesco and the Enesco Group
Enesco is a wholly owned subsidiary of Enesco Inc which is based in Itasca,
Illinois, USA and is listed on the New York Stock Exchange with sales of over
US$ 250 million in 2002 and a market capitalisation of approximately US $94
million as of 14 March 2003, the last practicable day prior to the date of this
announcement.
The Enesco Group is involved in the design, manufacture and distribution of
collectible giftware items, including proprietary and licensed lines of
collectibles and home decor accessories.
The Enesco Group operates through wholly owned subsidiaries in Canada, the UK
and France as well as through a network of distributors located throughout the
world.
In the UK, Enesco operates in the giftware and collectibles market. The key
product lines of the Enesco Group's UK operations are: the Lilliput Lane
collection of miniature cottages; the Border Fine Arts collection of figurines
which depicts farming and wildlife scenes; and products manufactured under such
notable licences as the Walt Disney Company, Beatrix Potter and Cherished
Teddies(R).
For the year ended 31 December 2002, Enesco made a consolidated profit before
taxation of #2,698,000 (2001 - #947,000) on turnover of #30,175,000 (2001 -
#31,815,000). As at 31 December 2002, Enesco had consolidated net assets of
#19,000,000, including cash balances of #3,409,000.
Information on the Bilston Group
Bilston is the leading UK based enamels giftware company having various product
lines. Its key product line is the Halcyon Days Enamels line. Bilston owns two
active subsidiary companies, Carolyn Sheffield Designs Limited which produces
co-ordinated decorative artefacts for domestic use and display, and Fine Ceramic
Transfers Limited which is engaged in the business of the manufacture of
transfers for Bilston and the ceramics industry.
The Bilston Group has today announced its preliminary results for the year ended
31 December 2002 which show turnover of #6,113,000 (2001 - #6,004,000) and a
profit before taxation of #83,000 (2001 - loss before taxation of #517,000). As
at 31 December 2002, the Bilston Group had consolidated net assets of
#1,743,000.
Bilston Share Option Schemes
The Offer will extend to any Bilston Shares issued or unconditionally allotted
prior to the date on which the Offer closes (or such earlier date as Enesco may,
subject to the Code or with the consent of the Panel, determine, not being
earlier than the date on which the Offer becomes unconditional as to acceptances
or, if later, the first closing date of the Offer) including as a result of the
exercise of options under the Bilston Share Option Schemes, or other rights
howsoever granted.
Appropriate proposals will be made in due course to participants in the Bilston
Share Option Schemes if the Offer becomes or is declared unconditional in all
respects.
Irrevocable Undertakings
Enesco has received irrevocable undertakings from the directors of Bilston (and
their connected persons) in respect of 1,584,625 Bilston Shares in aggregate,
representing approximately 17.86 per cent of Bilston's issued share capital.
All of these irrevocable undertakings will remain binding, notwithstanding any
competing offer, unless the Offer is withdrawn or lapses.
Enesco has also received irrevocable undertakings from certain other Bilston
Shareholders in respect of 4,697,963 Bilston Shares in aggregate, representing
52.95 per cent of Bilston's issued share capital. These undertakings will cease
to be binding in the event that a competing offer is made (or a firm intention
with regard to the making of the same is announced) not later than 3.00 p.m. on
the 10th Business Day after the despatch of the Offer Document, where such
competing offer is at an overall value of not less than 31p per Bilston Share.
Accordingly Enesco has received irrevocable undertakings to accept the Offer in
respect of an aggregate of 6,282,588 Bilston Shares, representing approximately
70.81 per cent of Bilston's issued share capital.
Details of these irrevocable undertakings will be set out in the Offer Document.
Background to and reasons for the Offer and transaction benefits
The Enesco Group operates in the UK giftware and collectibles marketplace,
possesses professional marketing skills commensurate with an international
organisation of its size and enjoys a wide distribution network for giftware and
collectibles around the world.
Enesco believes that the proposed combination of Bilston with the Enesco Group's
European operations will afford the combined organisation an impetus in the
global giftware and enamels marketplace, and that combined operations will have
a wider global footprint with a strengthened position in Japan, the US and the
UK.
Enesco believes that the transaction will enable the Enesco Group to expand its
product lines, particularly in the enamels gift market, and subsequently
penetrate into certain markets previously untapped by Bilston, leveraging the
Enesco Group's efficiencies in the areas of international sales and marketing
and Bilston's technical and management capabilities.
The combination of the Enesco Group and Bilston will benefit from a combined
management team with extended depth, experience and international reach.
Furthermore, the transaction combines two groups with a strong operational and
geographic fit, contributing to Bilston's leading position in the UK,
strengthening the presence of the Enesco Group in the US, and establishing a
larger market in Asia, particularly in Japan. Enesco believes that the Enlarged
Group will be well positioned to capture and serve new global customers, through
its greater critical mass and global reach.
Bilston recommendation
The directors of Bilston, who have been so advised by PKF, consider the terms of
the Offer to be fair and reasonable. Accordingly, the directors of Bilston will
unanimously recommend that Bilston Shareholders accept the Offer as they have
irrevocably undertaken to do in respect of their own legal and beneficial
shareholdings. In providing its advice to the directors of Bilston, PKF has
taken into account the directors' commercial assessments of the transaction.
Management and employees
Following implementation of the Offer, the current board of Bilston, together
with representatives of the Enesco Group, will continue to be responsible for
the day to day affairs of the Bilston Group. Following implementation of the
Offer, the Bilston directors will be eligible to participate in the Enesco
Group's performance based incentive scheme.
The board of Enesco has confirmed that the existing rights, including pension
rights, of the employees of the Bilston Group will be fully safeguarded.
Financing
The total cash consideration for the Offer will be financed from Enesco's
existing cash resources. Neither payment of interest on, nor the repayment of,
nor the security for, any liability (contingent or otherwise) of Enesco will
depend to any significant extent on the business of Bilston.
RSM Robson Rhodes is satisfied that Enesco has sufficient funds available to
satisfy full acceptance of the Offer.
Conditions to the Offer
The conditions to the Offer are contained in Appendix 1 of this announcement and
in the Offer Document.
Offer Document
The Offer Document and Form of Acceptance will be posted to Bilston Shareholders
in due course.
General
(a) The Offer will be open for at least 21 days from the date of the
Offer Document.
(b) Subject to the Offer becoming or being declared unconditional in all
respects, Enesco intends, as soon thereafter as it is appropriate to do so, to
procure that Bilston applies for cancellation of the trading of Bilston Shares
on the Alternative Investment Market of the London Stock Exchange.
(c) In addition, on receipt of sufficient acceptances, Enesco intends to
exercise its rights under the provisions of Sections 428 to 430F of the Act to
acquire compulsorily any outstanding Bilston Shares. Under the said provisions,
Enesco will, upon having acquired or contracted to acquire by virtue of
acceptances to the Offer, in excess of 90 per cent in value of outstanding
Bilston Shares, notify holders of any outstanding Bilston Shares that it wishes
to acquire such shares. Upon such notices being issued, the procedure
stipulated in the above mentioned provisions of the Companies Act would apply,
and barring any intervention by a competent Court, Enesco will be entitled to
acquire compulsorily all outstanding Bilston Shares.
(d) The definitions of certain expressions used in this announcement are
contained in Appendix 2.
(e) This announcement does not constitute an offer or invitation to
purchase any securities or a solicitation or an offer to buy any securities,
pursuant to the Offer or otherwise.
(f) The making of the Offer in jurisdictions outside the United Kingdom,
or to Overseas Shareholders, may be affected by the laws of the relevant
jurisdictions. Overseas Shareholders should fully acquaint themselves with and
observe any applicable legal requirements.
(g) RSM Robson Rhodes, which is regulated in the United Kingdom by the
Financial Services Authority in respect of regulated activities, is acting
exclusively for Enesco and for no one else in connection with the Offer and is
not advising any other person or treating any other person as its client in
relation thereto, and will not be responsible to anyone other than Enesco for
providing the protections afforded to clients of RSM Robson Rhodes, or for
providing advice in relation to the Offer.
(h) PKF, which is regulated in the United Kingdom by the Financial
Services Authority in respect of regulated activities, is acting exclusively for
Bilston and for no one else in connection with the Offer and is not advising any
other person or treating any other person as its client in relation thereto, and
will not be responsible to anyone other than Bilston for providing the
protections afforded to clients of PKF, or for providing advice in relation to
the Offer.
(i) To the best of Enesco's knowledge and belief, neither Enesco, nor
any of its directors, nor any person acting in concert with Enesco owns or
controls any Bilston Shares or has any option to acquire Bilston Shares, or has
entered into any derivative referenced to Bilston Shares which remains
outstanding, or has received any irrevocable commitments to accept the Offer,
save and except the irrevocable undertakings received by Enesco from the
directors of Bilston and their connected persons, and certain other Bilston
Shareholders to accept the Offer as mentioned in this announcement.
(j) The Offer is not being made, directly or indirectly, in or into, or
by use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Canada, Japan or Australia and the Offer cannot be accepted by any such use,
means, instrumentality or facility, or from within any of these countries.
Accordingly, none of the Offer Document, the Form of Acceptance nor this
announcement is being mailed, published or otherwise distributed or sent to,
into or from the United States, Canada, Japan or Australia and persons receiving
such documents (including custodians, trustees and nominees) must not distribute
or send them to, into or from the United States, Canada, Japan or Australia, nor
use the United States, Canadian, Japanese or Australian mails or any such means
or instrumentality for any purpose, directly or indirectly, in connection with
the Offer and doing so may invalidate any related purported acceptances of the
Offer by persons in any such jurisdiction.
(k) The directors of Enesco accept responsibility for the information
contained in this document (other than that relating to the Bilston Group, the
directors of Bilston and their immediate families and related trusts). To the
best of the knowledge and belief of the directors of Enesco (who have taken all
reasonable care to ensure that such is the case), the information contained in
this document for which they are responsible, is in accordance with the facts
and does not omit anything likely to affect the import of such information.
(l) The directors of Bilston accept responsibility for the information
contained in this document relating to the Bilston Group, the directors of
Bilston and their immediate families and related trusts. To the best of the
knowledge and belief of the directors of Bilston (who have taken all reasonable
care to ensure that such is the case), the information for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Sources and bases of information
In this document, unless otherwise stated, or where the context otherwise
requires, the level at which the Offer values the issued share capital of
Bilston is based upon 8,873,000 Bilston Shares in issue, and the closing
middle-market quotation of a Bilston Share (as derived from the Alternative
Investment Market of the London Stock Exchange) of *p on 17 March 2003 (being
the last dealing day prior to the date of this announcement).
Enquiries:
Enesco Holdings Limited John Hammond
Tel: +44 (0) 1228 404040
john.hammond@enesco.co.uk
Lawrence Jennings
Tel: +44 (0) 1228 404040
lawrence.jennings@enesco.co.uk
RSM Robson Rhodes Neil Crawford
(Financial Advisers to Enesco) Tel: +44 (0) 113 2254000
neil.crawford@rsmi.co.uk
Bilston & Battersea Enamels plc Ray Way
Tel: +44 (0) 1902 408440
rayway@compuserve.com
Hugh Gledhill
Tel: +44 (0) 1902 408440
hugh.gledhill@bilstonandbattersea.com
PKF (Financial Advisers to Bilston) Clive Brook
Tel: +44 (0) 161 8325481
clive.brook@uk.pkf.com
APPENDIX 1
Conditions and certain further terms of the Offer
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 pm on 8 April 2003 (being the first closing
date of the Offer, or such later time(s) and/or date(s) as Enesco may, with the
consent of the Panel or in accordance with the Code, decide) in respect of not
less than 90 per cent (or such lower percentage as Enesco may decide) in nominal
value of the Bilston Shares to which the Offer relates, provided that this
condition shall not be satisfied unless Enesco and/or any of its wholly-owned
subsidiaries shall have acquired or agreed to acquire, whether pursuant to the
Offer or otherwise, shares in Bilston carrying in aggregate more than 50 per
cent of the voting rights then normally exercisable at general meetings of
Bilston. For the purposes of this condition:
(i) shares which have been unconditionally allotted but not issued
before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry on being
entered into the register of members of Bilston; and
(ii) the expression "Bilston Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies Act 1985, as
amended;
(b) insofar as the proposed acquisition of Bilston by Enesco pursuant to
the Offer is a merger situation qualifying for investigation by the Competition
Commission under the Fair Trading Act, 1973 (as amended), the Office of Fair
Trading having indicated, in terms reasonably satisfactory to Enesco, that it is
not the intention of the Secretary of Sate for Trade and Industry to refer the
proposed acquisition of Bilston by Enesco, or any matters arising from that
proposed acquisition, to the Competition Commission;
(c) except as disclosed in writing to Enesco or its advisers prior to the
date of this announcement, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Bilston Group is a party and which is material to the Bilston Group as a whole,
or by or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the making or implementation of the Offer or
because of a change in the management of Bilston, could result in:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member thereunder
being terminated or modified or affected or any materially onerous obligation or
liability arising or any action being taken thereunder;
(iii) any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member;
(v) the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or
prospects being materially prejudiced or materially adversely affected;
(vii) any such member ceasing to be able to carry on business under any
name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such
member which is material to the Bilston Group as a whole;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Bilston Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, will or may reasonably be expected to result
in any of the events or circumstances as are referred to in sub-paragraphs (i)
to (viii) of this paragraph (c);
(d) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having clearly expressed its decision to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any statute,
regulation, decision, or order, or having taken any other steps which would or
might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the Enesco Group or any
member of the Bilston Group of all or any material portion of their respective
businesses, assets or property such as to have a material effect on either the
Bilston Group or any member of the Enesco Group, or impose any material
limitation on the ability of any of them to conduct their respective businesses
(or any of them) or to own any of their respective assets or properties or any
part thereof;
(ii) require, prevent or delay the divestiture by any member of the
Enesco Group of any shares or other securities in Bilston;
(iii) impose any material limitation on, or result in a delay in, the
ability of any member of the Enesco Group directly or indirectly to acquire or
to hold or to exercise effectively any rights of ownership in respect of shares
or loans or securities convertible into shares or any other securities (or the
equivalent) in any member of the Bilston Group or the Enesco Group or to
exercise management control over any such member;
(iv) otherwise materially affect the business, assets, profits or
prospects of any member of the Enesco Group or of the Bilston Group;
(v) make the Offer or its implementation or the acquisition or proposed
acquisition by Enesco or any member of the Enesco Group of any shares or other
securities in, or control of Bilston void, illegal, and/or unenforceable under
the laws of any jurisdiction, or otherwise, directly or indirectly, restrain
restrict, prohibit, delay or otherwise materially interfere with the same, or
impose additional material conditions or obligations with respect thereto;
(vi) require any member of the Enesco Group or the Bilston Group to offer
to acquire any shares or other securities (or the equivalent) or interest in any
member of the Bilston Group or the Enesco Group owned by any third party;
(vii) impose any material limitation on the ability of any member of the
Bilston Group to co-ordinate its business, or any part of it, with the
businesses of any other members of the Bilston Group; or
(viii) result in any member of the Bilston Group ceasing to be able to
carry on business under any name under which it presently does so;
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition
of any Bilston Shares having expired, lapsed or been terminated;
(e) all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition by any
member of the Enesco Group of any shares or other securities in, or control of,
Bilston and all material authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals for the proposed
acquisition of any shares or other securities in, or control of, Bilston by any
member of the Enesco Group having been obtained in terms and in a form
reasonably satisfactory to Enesco from all appropriate Third Parties or persons
with whom any member of the Bilston Group has entered into contractual
arrangements and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
together with all material authorisations, orders, recognitions, grants,
licences, confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the Bilston Group
remaining in full force and effect and all filings necessary for such purpose
have been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Offer becomes
otherwise unconditional and all necessary statutory or regulatory obligations in
any jurisdiction having been complied with;
(f) except as publicly announced by Bilston and save as disclosed in the
Offer Document or disclosed in writing to Enesco or its advisers prior to the
date of this announcement, no member of the Bilston Group having, since 31
December 2001:
(i) save for Bilston Shares issued pursuant to the exercise of options
granted under the Bilston Share Option Schemes, issued, agreed to issue,
authorised or proposed the issue of additional shares of any class;
(ii) save for the grant of options under the Bilston Share Option
Schemes, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;
(iii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution in respect of its
share capital whether payable in cash or otherwise;
(iv) merged or demerged with any body corporate or acquired or disposed of
or transferred, mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including shares and trade
investments) or authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage, charge or
security interest, in each case other than in the ordinary course of business;
(v) made or authorised or proposed or announced an intention to propose
any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or save in
the ordinary course of business incurred or increased any indebtedness or become
subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or save in
respect to the matters mentioned in sub-paragraph (i) above made any other
change to any part of its share capital;
(viii) implemented or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business or
entered into or changed the terms of any contract with any director or senior
executive;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or may be reasonably expected to be
materially restrictive on the businesses of any member of the Bilston Group or
the Enesco Group or which involves or may be reasonably expected to involve an
obligation of such a nature or magnitude or which is other than in the ordinary
course of business;
(x) (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such person
appointed;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Bilston Group or the Enesco
Group other than to a nature and extent which is not unusual in the context of
the business concerned;
(xii) waived or compromised any material claim otherwise than in the
ordinary course of business;
(xiii) entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or announced
any intention to, or to propose to, effect any of the transactions, matters or
events referred to in this condition;
(xiv) altered its Memorandum or Articles of Association;
(xv) entered into any new, or varied the terms of any existing (as on
31 December 2001) service contracts entered into by any member of the Bilston
Group with any of its directors; or
(xvi) been unable to pay its debts;
(g) since 31 December 2001 and save as disclosed in the accounts for the
year then ended, and save as publicly announced by Bilston prior to the date of
this announcement and save as disclosed in the Offer Document or as disclosed in
writing by Bilston to Enesco or its advisers prior to the date of this
announcement:
(i) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Bilston Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Bilston Group is or may become a party
(whether as a plaintiff, defendant or otherwise) and no investigation by any
Third Party against or in respect of any member of the Bilston Group having been
instituted, announced or threatened by or against or remaining outstanding in
respect of any member of the Bilston Group which in any such case might
reasonably be expected to materially adversely affect the Bilston Group as a
whole;
(iii) no contingent or other liability having arisen or become apparent to
Enesco which would be likely to materially and adversely affect the Bilston
Group as a whole; and
(iv) 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 Bilston Group which is necessary for the proper carrying on of its
business;
(h) save as publicly announced by Bilston prior to the date of this
announcement and save as disclosed in the Offer Document or as disclosed in
writing to Enesco or its advisers prior to the date of this announcement by any
member of the Bilston Group, Enesco not having discovered:
(i) that any financial, business or other information concerning the
Bilston Group as contained in the information publicly disclosed at any time by
or on behalf of any member of the Bilston Group is materially misleading,
contains a material misrepresentation of fact or omits to state a fact necessary
to make that information not misleading;
(ii) that any member of the Bilston Group or partnership, company or
other entity in which any member of the Bilston Group has a significant economic
interest and which is not a subsidiary undertaking of Bilston is subject to any
material liability (contingent or otherwise) which is not disclosed in the
accounts of Bilston for the year ended 31 December 2001; or
(iii) any information which materially adversely affects the import of any
information disclosed at any time by or on behalf of any member of the Bilston
Group.
For the purposes of these conditions the "Bilston Group" means Bilston and its
subsidiary undertakings and the "Enesco Group" means Enesco Inc and its
subsidiary undertakings, associated undertakings and any other undertaking in
which Enesco Inc and/or such undertakings (aggregating their interests) have a
significant interest, and for these purposes "subsidiary undertaking",
"associated undertaking" and "undertaking" have the meanings given by the
Companies Act 1985, other than paragraph 20(1)(b) of Schedule 4A to that Act
which shall be excluded for this purpose, and "significant interest" means a
direct or indirect interest in twenty per cent or more of the equity share
capital (as defined in that Act).
Enesco reserves the right to waive, in whole or in part, all or any of the above
conditions, except condition (a).
Conditions (b) to (h) (inclusive) must be fulfilled or waived by midnight on the
21st day after the later of 8 April 2003 and the date on which condition (a) is
fulfilled (or in each such case such later date as Enesco may, with the consent
of the Panel, decide) failing which the Offer shall lapse. Enesco shall be
under no obligation to waive or treat as satisfied any of the conditions (b) to
(h) (inclusive) by a date earlier than the latest date specified above for the
satisfaction thereof, notwithstanding that the other conditions of the Offer may
at such earlier date have been waived or fulfilled and that there are such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.
If Enesco is required by the Panel to make an offer for Bilston Shares under the
provisions of Rule 9 of the Code, Enesco may make such alterations to any of the
above conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse (unless otherwise agreed by the Panel) if the proposed
acquisition of Bilston by Enesco is referred to the Competition Commission
before the later of 3.00 pm on 8 April 2003 and the date when the Offer becomes
or is declared unconditional as to acceptances. If the Offer so lapses, the
Offer will cease to be capable of further acceptance and persons accepting the
Offer and Enesco will cease to be bound by acceptance submitted on or before the
time when the Offer lapses.
The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts, and to the conditions set out above and in
the related Form of Acceptance.
Part B: Certain further terms of the Offer
Bilston Shares will be acquired by Enesco fully paid and free from all liens,
charges, equitable interests, encumbrances and other rights of any nature
whatsoever and together with all rights now or hereafter attaching to them,
including the right to receive and retain all dividends, interest and other
distributions declared, made or paid on Bilston Shares after the date of this
announcement.
APPENDIX 2: Definitions
"Australia" Australia, its possessions, provinces and territories
and all areas subject to the jurisdiction or any
political sub-division thereof;
"Bilston" Bilston & Battersea Enamels plc (registered number
925912) having its registered office at Barton Park,
Mount Pleasant, Bilston, West Midlands WV14 7LH;
"Bilston Group" Bilston and its subsidiary undertakings;
"Bilston Shares" the existing unconditionally allotted or issued and
fully paid ordinary shares of 10p each in Bilston and
any further such shares which are unconditionally
allotted or issued while the Offer remains open for
acceptance (or, subject to the provisions of the
Code, such earlier date as Enesco may decide);
"Bilston Share Option Schemes" the Bilston & Battersea 1996 (No.1) Share Option Plan
(approved), the Bilston & Battersea 1996 (No.2) Share
Option Plan (unapproved) and the Bilston & Battersea
Enamels 1986 Share Option Scheme (approved);
"Bilston Shareholders" holders of Bilston Shares;
"Business Day" a day (other than a Saturday or Sunday) on which
banks are generally open for usual business in
London;
"Canada" Canada, its possessions, provinces and territories
and all areas subject to the jurisdiction or any
political sub-division thereof;
"Code" the City Code on Takeovers and Mergers;
"Companies Act" or "Companies Act 1985" or "the Act" the Companies Act 1985 (as amended);
"Enesco" Enesco Holdings Limited (registered number 02939658)
having its registered office at Brunthill Road,
Kingstown, Carlisle, Cumbria CA3 0EN;
"Enesco Group" Enesco Inc and its subsidiary undertakings;
"Enesco Inc" Enesco Group, Incorporated;
"Enlarged Group" the Enesco Group as enlarged by the proposed
acquisition of Bilston;
"Form of Acceptance" the form of acceptance and authority relating to the
Offer accompanying this document;
"Japan" Japan, its possessions, provinces and territories and
all areas subject to the jurisdiction or any
political sub-division thereof;
"London Stock Exchange" London Stock Exchange plc;
"Offer" the recommended cash offer to be made by RSM Robson
Rhodes on behalf of Enesco to acquire all the Bilston
Shares, subject to the terms and conditions set out
in the Offer Document and the Form of Acceptance, and
where the context so requires, any subsequent
revision, variation, extension or renewal thereof;
"Offer Document" the document containing the terms and conditions of
the Offer to be sent to Bilston Shareholders;
"Overseas Shareholders" citizens, residents or nationals of jurisdictions
outside the United Kingdom;
"Panel" The Panel on Takeovers and Mergers;
"#" or "p" or "pence" denotes the lawful currency of the UK;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland; and
"United States" or "US" or "USA" the United States of America, its territories and
possessions, any State of the United States of
America and the District of Columbia, and all other
areas subject to its jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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