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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 END OFBKGGMFRNLGFZM
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