Filofax Group PLC - Offer Wholly Unconditional
October 30 1998 - 2:35AM
UK Regulatory
RNS No 0303k
FILOFAX GROUP PLC
30th October 1998
Not for release or distribution in or into Canada, Australia or Japan
Day Runner UK plc
("Day Runner")
Recommended Cash Offer for
Filofax Group Plc
("Filofax")
Offer Unconditional in all Respects
Level of Acceptances
By 3.00pm (London time) on 29 October 1998 valid acceptances of the
Offer had been received in respect of a total of 17,346,994 Filofax
Shares, representing approximately 71.97 per cent. of the issued share
capital of Filofax. This includes acceptances in respect of 5,373,084
Filofax Shares representing approximately 22.29 per cent. of the
Filofax issued share capital, held by directors and a former director
of Filofax and certain of their families and associated interests who
entered into irrevocable undertakings to accept the Offer. In
addition, during the offer period, Day Runner has acquired 3,590,000
Filofax Shares, representing approximately 14.89 per cent. of the
issued share capital of Filofax. Therefore, in total Day Runner now
owns or has received valid acceptances of the Offer in respect of
20,936,994 Filofax Shares, representing approximately 86.86 per cent.
of the issued share capital of Filofax.
The directors and former director of Filofax and members of their
families and associated interests who entered into irrevocable
undertakings to accept the Offer also held in aggregate a further
305,388 Filofax Shares, representing 1.27 per cent. of the issued
share capital of Filofax, prior to the commencement of the Offer
Period.
Save as disclosed above, neither Day Runner nor any person acting, or
deemed to be acting, in concert with Day Runner held any Filofax
Shares (or rights over such shares) immediately before the
commencement of the Offer Period, or has acquired or agreed to acquire
Filofax Shares (or rights over Filofax Shares) during the Offer Period
and no acceptances of the Offer have been received from any persons
acting, or deemed to be acting, in concert with Day Runner.
Offer Unconditional in all Respects
All the conditions to the Offer having been satisfied or waived, the
Offer has been declared unconditional in all respects. The Offer will
remain open for acceptance until 3.00pm (London time) on 12 November
1998. Filofax Shareholders who have not yet accepted the Offer are
urged to complete and return their Acceptance Forms as soon as
possible.
The consideration payable under the terms of the Offer will be posted
not later than 12 November 1998 in respect of the Filofax Shares for
which valid and complete acceptances of the Offer have already been
received.
Filofax will operate as a subsidiary of Day Runner. Filofax's managing
director, Christopher Brace, will head Filofax's operations, reporting
directly to Day Runner chief executive officer James E. Freeman, Jr.
and Michael Ball will continue as Group Finance Director reporting to
Mr. Brace.
Day Runner chairman Mark Vidovich commented, "We are delighted that
Filofax is now part of our group. We're confident that the Filofax
brand will be an excellent complement to Day Runner's current product
lines, and we believe that Filofax's established distribution in key
markets outside the U.S. offers substantial growth opportunities. We
look forward to working closely with Filofax's management to build the
business."
Press Enquiries:
Wasserstein Perella Howard Covington 0171 446 8000
Karen Dodd 0171 446 8000
Cazenove Julian Cazalet 0171 825 9350
Edmund Byers 0171 825 9113
Brunswick James Bradley 0171 404 5959
Victoria Sabin 0171 404 5959
Wasserstein Perella, which is regulated in the UK by The Securities
and Futures Authority Limited, is acting for Day Runner and Day
Runner, Inc. and no one else in connection with the Offer and will not
be responsible to anyone other than Day Runner and Day Runner, Inc.
for providing the protections afforded to customers of Wasserstein
Perella nor for giving advice in relation to the Offer.
The Offer is not being made, directly or indirectly, in or into
Canada, Australia or Japan. Accordingly, neither copies of this
announcement nor any related offering documents are to be mailed or
otherwise distributed or sent in or into Canada, Australia or Japan.
This announcement does not constitute an offer or invitation to
purchase any securities.
The definitions set out in the offer document dated 30 September 1998
have the same meaning in this announcement unless the context
otherwise requires.
END
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