Filofax Group PLC - Revised & Rec.Offer - Part 2

RNS No 4944f
FILOFAX GROUP PLC
25th  September 1998

Not for release, publication or distribution in or into Canadaa,
Australia or Japan

                           Day Runner UK plc
                      Revised and Recommended Offer
                                  for
                           Filofax Group plc

Part 2


                           Appendix I

  Conditions and certain further terms of the Recommended Offer
                                
The Recommended Offer, which is being made by Wasserstein Perella
on behalf of Day Runner UK, will comply with the applicable rules
of  the  London Stock Exchange and the Code and with  US  federal
securities  laws (except to the extent that exemptive relief  has
been  granted  by  the SEC).  In addition, the Recommended  Offer
(which includes the Loan Note Alternative) will be subject to the
following conditions:

(i)   valid acceptances being received (and not, where permitted,
      withdrawn) by not later than 3.00 pm (London time)  on  the
      first  closing date of the Recommended Offer (or such later
      time(s) and/or date(s) as Day Runner UK may, subject to the
      rules  of the Code, decide) in respect of not less than  90
      per  cent. (or such lesser percentage as Day Runner UK  may
      decide) in nominal value of the Filofax Shares to which the
      Recommended  Offer  relates, provided that  this  condition
      shall  not  be  satisfied unless Day Runner UK  and/or  its
      wholly owned subsidiaries shall have acquired or agreed  to
      acquire,  whether  pursuant to  the  Recommended  Offer  or
      otherwise, Filofax Shares carrying in aggregate  more  than
      50  per  cent. of the voting rights then exercisable  at  a
      general  meeting  of  Filofax. For  the  purposes  of  this
      condition:
      
      (a)   to  the  extent,  if  any,  required  by  the  Panel,
             Filofax Shares that are unconditionally allotted but
             not  issued before the Recommended 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 upon issue; and
             
      (b)   the   expression  "Filofax  Shares   to   which   the
             Recommended  Offer relates" shall  be  construed  in
             accordance  with  Sections  428  to  430F   of   the
             Companies Act;
             
(ii)  an announcement being made indicating in terms satisfactory
      to  Day  Runner  UK  that it is not the  intention  of  the
      Secretary  of  State for Trade and Industry  to  refer  the
      proposed  acquisition of Filofax by Day Runner UK,  or  any
      matters  arising therefrom, to the Monopolies  and  Mergers
      Commission;
      
 (iii)no relevant authority having intervened in a way that would
      or might reasonably be expected to:
      
      (a)   make  the Recommended Offer or its implementation  or
             the  acquisition  or  proposed  acquisition  by  any
             member  of the Wider Day Runner Group of any Filofax
             Shares, or the acquisition of control of any  member
             of  the  Wider  Filofax Group by any member  of  the
             Wider  Day Runner Group, void, unenforceable  and/or
             illegal   or   directly   or  indirectly   restrain,
             restrict,  prohibit,  delay or  otherwise  interfere
             with   the   implementation   thereof,   or   impose
             additional  conditions or obligations  with  respect
             thereto,  or  otherwise  challenge  or  hinder   the
             Recommended  Offer  or  its  implementation  or  the
             acquisition  or proposed acquisition of any  Filofax
             Shares, or the acquisition of control of any  member
             of  the  Wider  Filofax Group by any member  of  the
             Wider Day Runner Group;
             
      (b)   require,  prevent or delay the divestiture  or  alter
             the  terms of any proposed divestiture by any member
             of  the  Wider Day Runner Group or the Wider Filofax
             Group  of  all  or  any  part  of  their  respective
             businesses,  assets  or  properties  or  impose  any
             limitation on the ability of any of them to  conduct
             any of their respective businesses or to own any  of
             their  respective assets or properties or  any  part
             thereof;
             
      (c)   impose  any  limitation on, or result in a delay  in,
             the  ability of any member of the Wider  Day  Runner
             Group  or of any member of the Wider Filofax  Group,
             directly  or  indirectly,  to  acquire  or  hold  or
             exercise  effectively  any rights  of  ownership  of
             shares  or  loans  or  securities  convertible  into
             shares  or  any other securities (or the equivalent)
             in  any  member  of the Wider Filofax  Group  or  to
             exercise management control over any such member  of
             the Wider Filofax Group;
             
      (d)   require  any member of the Wider Day Runner Group  or
             the  Wider Filofax Group to acquire or to  offer  to
             acquire  any  shares  or other  securities  (or  the
             equivalent) or interest in any member of  the  Wider
             Day  Runner Group or the Wider Filofax Group or  any
             asset  owned  by any third party or to sell,  or  to
             offer  to  sell, any shares or other securities  (or
             the equivalent) or interest in or any asset owned by
             any  member  of the Wider Day Runner  Group  or  the
             Wider Filofax Group;
             
      (e)   result  in  a  material delay in the ability  of  any
             member of the Wider Day Runner Group, or render  any
             member  of  the  Wider Day Runner Group  unable,  to
             acquire   some  or  all  of  the  shares  or   other
             securities  (or the equivalent) or interest  in,  or
             control of, any member of the Wider Filofax Group or
             require  or  prevent  or delay  divestiture  by  any
             member  of  the Wider Day Runner Group or the  Wider
             Filofax Group of the same;
             
      (f)   impose any material limitation on the ability of  any
             member  of  the Wider Day Runner Group or the  Wider
             Filofax Group to co-ordinate all or any part of  its
             business with all or any part of the business of any
             other  member of the Wider Day Runner Group  or  the
             Wider Filofax Group; or
             
      (g)   otherwise   materially  and  adversely   affect   the
             business, assets, profits or prospects of any member
             of  the  Wider  Day  Runner Group or  Wider  Filofax
             Group,
             
      and  all  applicable waiting and other time periods  during
      which  any  relevant  authority could have  intervened,  in
      respect  of  the  Recommended Offer or the  acquisition  or
      proposed acquisition of any shares or other securities  (or
      the  equivalent) or interest in, or control of, any  member
      of  the Wider Filofax Group by any member of the Wider  Day
      Runner Group, having expired, lapsed or terminated;
      
(iv)  all  necessary notifications and filings having been  made,
      all   regulatory  and  statutory  obligations  having  been
      complied  with,  all  appropriate  waiting  or  other  time
      periods under any applicable legislation or regulations  in
      any  jurisdiction having expired, lapsed or  terminated  in
      each  case  in  respect  of the Recommended  Offer  or  the
      acquisition or proposed acquisition of any shares or  other
      securities  (or the equivalent) or interest in, or  control
      of, any member of the Wider Filofax Group by any member  of
      the  Wider  Day  Runner  Group and all  authorisations  and
      determinations necessary or appropriate in any jurisdiction
      for   or  in  respect  of  the  Recommended  Offer  or  the
      acquisition or proposed acquisition of any shares or  other
      securities  (or the equivalent) or interest in, or  control
      of, any member of the Wider Filofax Group by any member  of
      the Wider Day Runner Group or in relation to the affairs of
      any  member of the Wider Filofax Group having been obtained
      in  terms and in a form satisfactory to Day Runner UK  from
      all  relevant  authorities  or (without  prejudice  to  the
      generality  of  the foregoing) from any persons  or  bodies
      with whom any member of the Wider Filofax Group has entered
      into  contractual arrangements and such authorisations  and
      determinations   together  with  all   authorisations   and
      determinations necessary or appropriate for any  member  of
      the  Wider Filofax Group to carry on its business remaining
      in  full  force  and  effect  at  the  time  at  which  the
      Recommended  Offer becomes otherwise unconditional  in  all
      respects and all filings necessary for such purpose  having
      been  made  and there being no notice of any  intention  to
      revoke, suspend, restrict, modify or not renew any  of  the
      same having been received;
      
(v)   there  being  no  provision of any agreement,  arrangement,
      licence, permit or other instrument to which any member  of
      the  Wider  Filofax Group is a party or by or to which  any
      such member or any of its assets may be bound, entitled  or
      subject which would or might reasonably be expected to,  as
      a  result  of (i) the Recommended Offer, (ii) the  proposed
      acquisition by any member of the Wider Day Runner Group  of
      the  shares  or  other securities (or  the  equivalent)  or
      interest in any member of the Wider Filofax Group or any of
      them, or (iii) a change in the control or management of any
      member  of the Wider Filofax Group, result in, in any  such
      case to an extent or having a significance that is material
      in the context of the Wider Filofax Group as a whole:
      
      (a)   any  moneys  borrowed by, or any other  indebtedness,
             actual  or contingent, of or any grant available  to
             any  such  member  being  or becoming  repayable  or
             capable  of being declared repayable immediately  or
             prior to its stated maturity, or the ability of  any
             such   member   to  borrow  moneys  or   incur   any
             indebtedness being withdrawn or inhibited;
             
      (b)   any  such agreement, arrangement, licence, permit  or
             other instrument being terminated or modified or any
             obligation or liability arising or any action  being
             taken or arising thereunder;
             
      (c)   the  rights, liabilities, obligations or interests of
             any   such   member   under  any   such   agreement,
             arrangement,  licence, permit or instrument  or  the
             interests or business of any such member in or  with
             any  other  person, firm, company or  body  (or  any
             arrangements  relating  to  any  such  interests  or
             business) being terminated or modified or affected;
             
      (d)   any  such member ceasing to be able to carry  on  its
             business  under any name under which it  at  present
             does so or ceasing to be able to use in its business
             any names, trademarks or other intellectual property
             rights which it at present uses, in each case on the
             same basis and terms as at present apply;
             
      (e)   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;
             
      (f)   the   creation  of  any  mortgage,  charge  or  other
             security interest over the whole or any part of  the
             business,  property or assets of any such member  or
             any  such  security interest (whenever and  wherever
             arising or having arisen) becoming enforceable;
             
      (g)   the  value  of, or financial or trading  position  or
             prospects  of,  any such member being prejudiced  or
             adversely affected; or
             
      (h)   the  creation of any liability, actual or contingent,
             by any such member;
             
      and no event having occurred which, under any provision  of
      any   agreement,  arrangement,  licence,  permit  or  other
      instrument  to which any member of the Wider Filofax  Group
      is  a party or by or to which any such member or any of its
      assets  may be bound, entitled or subject, would  or  might
      reasonably  be expected to result in any of the  events  or
      circumstances  as are referred to in subparagraphs  (a)  to
      (h) of this condition (v), in any such case to an extent or
      having  a  significance that is material in the context  of
      the Wider Filofax Group as a whole;
      
(vi)  no  member of the Wider Filofax Group having since 31 March
      1998  (save as disclosed in the annual report and  accounts
      of  Filofax  for the year ended 31 March 1998 or  otherwise
      announced on or before
      23  September 1998 by Filofax on the London Stock  Exchange
      (information which has been disclosed or announced in  such
      manner   and  on  or  before  such  date  being   "publicly
      announced")):
      
      (a)   (save  as  between Filofax and members of the  Wholly
             owned  Filofax Group or upon the exercise of  rights
             to  subscribe  for Filofax Shares  pursuant  to  the
             exercise of options granted under any of the Filofax
             Share  Schemes  on  or prior to  31  March  1998  or
             disclosed in writing by Filofax to the Offeror prior
             to   the  issue  of  this  announcement)  issued  or
             allotted  or agreed to issue or allot or  authorised
             or  proposed  the issue or allotment  of  additional
             shares  of  any class, or of securities  convertible
             into,  or  rights, warrants or options to  subscribe
             for  or  acquire,  any  such shares  or  convertible
             securities;
             
      (b)   recommended,  declared, paid or made or  proposed  to
             recommend, declare, pay or make any bonus,  dividend
             or  other distribution other than to a member of the
             Wholly  owned  Filofax Group,  save  for  the  final
             dividend of 2.42 pence per Filofax Share payable  on
             30 October 1998;
             
      (c)   acquired or disposed of or transferred, mortgaged  or
             charged  or created any security interest  over  any
             assets or any rights, title or interest in any asset
             (including shares and trade investments) in any such
             case  that  is material in the context of the  Wider
             Filofax  Group as a whole or merged with or demerged
             any  body  corporate or authorised  or  proposed  or
             announced any intention to propose any such  merger,
             demerger, acquisition, disposal, transfer, mortgage,
             charge or security interest;
             
      (d)   made  or  authorised  or  proposed  or  announced  an
             intention to propose any change in its share or loan
             capital  (save for any Filofax Shares allotted  upon
             exercise  of options granted on or before  31  March
             1998  or  disclosed  in writing by  Filofax  to  the
             Offeror  prior  to  the issue of  this  announcement
             under the Filofax Share Schemes);
             
      (e)   issued,  authorised  or proposed  the  issue  of  any
             debentures or incurred or increased any indebtedness
             or contingent liability;
             
      (f)   purchased,   redeemed  or  repaid  or  proposed   the
             redemption or repayment of any of its own shares  or
             other  securities (or the equivalent) or reduced  or
             proposed the reduction of any of its share  or  loan
             capital;
             
      (g)   entered    into    any    contract,   reconstruction,
             amalgamation,  commitment or  other  transaction  or
             arrangement otherwise than in the ordinary course of
             business and which is material or (save as disclosed
             in  writing by Filofax to the Offeror prior  to  the
             issue  of this announcement) entered into or varied,
             or  announced its intention to enter into  or  vary,
             any  contract  with or in relation  to  any  of  the
             directors or senior executives or consultants of the
             Wider Filofax Group;
             
      (h)   entered into or varied or authorised or proposed  any
             contract,  transaction  or  commitment  (whether  in
             respect  of capital expenditure or otherwise)  which
             is  of  a material and long-term, onerous or unusual
             nature  or  magnitude  or which  involves  or  could
             involve an obligation of such a nature or magnitude;
             
      (i)   entered    into   any   contract,   transaction    or
             arrangement which consents to or may result  in  any
             material restriction of the scope of the business of
             any  member  of the Wider Filofax Group  or  of  the
             Wider  Day  Runner Group and no member of the  Wider
             Filofax Group being a party to or otherwise affected
             by  any  such  contract, transaction or  arrangement
             whether the same was entered into before or after 31
             March 1998;
             
      (j)   waived or compromised any claim which is material  in
             the context of the Wider Filofax Group as a whole;
             
      (k)   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,    administrator,
             administrative receiver, trustee or similar  officer
             of  all  or  any  of its assets or revenues  or  any
             analogous   proceedings  or   appointment   in   any
             jurisdiction or had any such person appointed;
             
      (l)   made  or  agreed  or  consented  to  any  significant
             change  to the terms of the trust deeds constituting
             the  pension schemes established for its  directors,
             employees or their dependants or the benefits  which
             accrue,  or  to  the  pensions  which  are  payable,
             thereunder,  or to the basis on which qualifications
             for, or accrual or entitlement to, such benefits  or
             pensions  are  calculated or determined  or  to  the
             basis   upon   which   the  liabilities   (including
             pensions)  of  such pension schemes  are  funded  or
             made,  or agreed or consented to any change  to  the
             trustees  involving  the  appointment  of  a   trust
             corporation  or  allowed  any  deficit  (actual   or
             contingent) to arise or persist in relation  to  the
             funding of any such scheme;
             
      (m)   been  unable  or  admitted  in  writing  that  it  is
             unable,  to  pay  its  debts or  having  stopped  or
             suspended (or threatened to stop or suspend) payment
             of  its  debts generally or ceased or threatened  to
             cease  carrying on all or substantial  part  of  any
             business;
             
      (n)   made any alteration to its memorandum or articles  of
             association, or other incorporation documents; or
             
      (o)   entered  into an agreement, contract, arrangement  or
             commitment  or  passed any resolution  or  made  any
             offer   (which  remains  open  for  acceptance)   or
             proposal with respect to any of the circumstances or
             events, referred to in this condition (vi);
             
(vii) since 31 March 1998, and save as publicly announced:
      
      (a)   no  material  adverse change or deterioration  having
             occurred  in  the  business,  assets,  financial  or
             trading  position or profits or prospects of Filofax
             or any other member of the Wider Filofax Group;
             
      (b)   no  material  litigation or arbitration  proceedings,
             prosecution or other legal proceedings to which  any
             member of the Wider Filofax Group is or may become a
             party   (whether  as  plaintiff  or   defendant   or
             otherwise)  or which may otherwise affect  any  such
             member   having   been  announced,   instituted   or
             threatened by or against or remaining outstanding by
             or  against any member of the Wider Filofax Group or
             which  may otherwise affect any such member  and  no
             investigation by any relevant authority  against  or
             in  respect of or affecting any member of the  Wider
             Filofax  Group having been threatened, announced  or
             instituted or remaining outstanding and which in any
             such case might materially and adversely affect  any
             member of the Wider Filofax Group;
             
      (c)   there   having   been  no  receiver,   administrator,
             administrative receiver, trustee or similar  officer
             appointed over any of the assets or revenues of  any
             member  of  the Wider Filofax Group or any analogous
             proceedings  or steps having taken place  under  the
             laws  of  any jurisdiction and there having been  no
             petition  presented  for the administration  of  any
             member  of  the Wider Filofax Group or any analogous
             proceedings  or any steps having taken  place  under
             the laws of any other jurisdictions; and
             
      (d)   no  contingent  or other liability having  arisen  or
             become apparent or increased that might be likely to
             have a material adverse effect on any member of  the
             Wider Filofax Group;
             
(viii)Day Runner UK not having discovered that:
      
      (a)   any   financial,   business  or   other   information
             concerning  Filofax or the Wider Filofax Group  that
             has  been  publicly disclosed at any time by  or  on
             behalf  of any member of the Wider Filofax Group  is
             misleading, contains a misrepresentation of fact  or
             omits  to  state  a  fact  necessary  to  make   the
             information  contained therein  not  misleading  and
             which   was  not  corrected  by  subsequent   public
             announcement made on the London Stock Exchange on or
             before 23 September 1998; or
             
      (b)   any   member  of  the  Wider  Filofax  Group  or  any
             partnership in which any member of the Wider Filofax
             Group has a significant economic interest having any
             liability  (contingent  or otherwise)  that  is  not
             publicly  announced  and that  is  material  in  the
             context of the Wider Filofax Group as a whole;
             
(ix)  Day Runner UK not having discovered that:
      
      (a)   any  past  or  present member of  the  Wider  Filofax
             Group   has   not   complied  with  all   applicable
             legislation or regulations of any jurisdiction  with
             regard   to   the   storage,   carriage,   disposal,
             discharge, spillage, leak or emission of  any  waste
             or  hazardous substance or any substance  likely  to
             impair  the environment or harm human health,  which
             non-compliance  or  any other  disposal,  discharge,
             spillage, leak or emission which has occurred  would
             be  likely  to  give rise to any material  liability
             (whether  actual or contingent) on the part  of  any
             member of the Wider Filofax Group; or
             
      (b)   there  has  been  a  disposal,  discharge,  spillage,
             emission or leak of waste or any hazardous substance
             or any substance likely to impair the environment or
             harm human health on or about, or there has been  an
             emission  or discharge of any waste or any hazardous
             substance  or  any substance likely  to  impair  the
             environment or harm human health from, any  land  or
             other  asset owned, occupied or made use of  by  any
             member  of the Wider Filofax Group, or in which  any
             such  member  may have an interest, which  would  be
             likely  to  give rise to any material  liability  or
             cost  (whether actual or contingent) on the part  of
             any member of the Wider Filofax Group; or
             
      (c)   there  is  or is likely to be any material  liability
             (whether  contingent  or otherwise)  to  make  good,
             repair,  reinstate or clean up any property  now  or
             previously  owned, occupied or made use  of  by  any
             past  or present member of the Wider Filofax  Group,
             or  in  which any such member may now or  previously
             have  had  or  be  deemed to have  or  have  had  an
             interest,   under  any  environmental   legislation,
             regulation,  notice,  circular  or  order   of   any
             relevant  authority, or to contribute  to  the  cost
             thereof  or  associated therewith or  indemnify  any
             person in relation thereto; or
             
      (d)   circumstances  exist  whereby a person  or  class  of
             persons would be likely to have any claim or  claims
             in  respect of any product, by-product or process of
             manufacture or service or materials used therein now
             or   previously  manufactured,  supplied,  sold   or
             carried  out or in any way dealt with or handled  by
             any  past  or  present member of the  Wider  Filofax
             Group   which  claim  or  claims  would  be   likely
             materially and adversely to affect any member of the
             Wider Filofax Group.
             
For the purposes of these conditions:

(a)   "relevant   authority"  means  any  government,  government
      department     or     governmental,     quasi-governmental,
      supranational, statutory or regulatory body,  court,  trade
      agency,   professional  association   or   institution   or
      environmental  body  or any other body  or  person  in  any
      jurisdiction;
      
(b)   a   relevant   authority  shall  be  regarded   as   having
      "intervened" if it has instituted, implemented,  threatened
      or   communicated  its  intention  to  take   any   action,
      proceedings, suit, investigation, inquiry or reference,  or
      made, enacted or proposed any statute, regulation, decision
      or order, or taken any measures or other steps or otherwise
      having  indicated that it may do any of the  foregoing  and
      "intervene" shall be construed accordingly;
      
(c)   "authorisations"  means  authorisations,  orders,   grants,
      recognitions,   determinations,  confirmations,   consents,
      licences,    clearances,   permissions,   exemptions    and
      approvals;
      
(d)   "the  Wider Filofax Group" means Filofax and its subsidiary
      undertakings,   associated  undertakings  and   any   other
      undertakings   in  which  Filofax  and  such   undertakings
      (aggregating  their interests) have a substantial  interest
      and  "the  Wider  Day Runner Group" means Day  Runner,  any
      holding  company and any subsidiary undertaking, associated
      undertakings and any other undertaking in which Day  Runner
      and such undertakings (aggregating their interests) have  a
      substantial  interest  and, for  these  purposes,  "holding
      company",     "subsidiary     undertaking",     "associated
      undertaking" and "undertaking" have the meanings  given  by
      the  Companies Act (but for this purpose ignoring paragraph
      20(1)(b)   of  Schedule  4A  to  the  Companies  Act)   and
      "substantial interest" means a direct or indirect  interest
      in  15 per cent. or more of the equity or voting capital of
      an undertaking; and
      
(e)   "the Wholly owned Filofax Group" means Filofax and those of
      its  subsidiaries  in  which it has a  direct  or  indirect
      interest in 100 per cent. of the equity and voting capital.
      
Day Runner UK reserves the right to waive all or any of the above
conditions,  in  whole  or  in part, except  condition  (i).  The
Recommended Offer will lapse unless all the above conditions have
been  satisfied  or  (if  capable of waiver)  waived,  or,  where
appropriate,  have  been  determined by  Day  Runner  UK  in  its
reasonable opinion to be or remain satisfied, by midnight on  the
day which is 21 days after the later of the first closing date of
the Recommended Offer and the date on which the Recommended Offer
becomes  or is declared unconditional as to acceptances, or  such
later  date as Day Runner UK may, with the consent of the  Panel,
decide,  provided that Day Runner UK shall be under no obligation
to  waive  or treat as satisfied any of conditions (ii)  to  (ix)
inclusive  by  a date earlier than the latest date  specified  or
referred  to  above for the satisfaction thereof  notwithstanding
that   any  such  condition  or  the  other  conditions  of   the
Recommended  Offer may at such earlier date have been  waived  or
satisfied   and   that  there  are  at  such  earlier   date   no
circumstances indicating that any of such conditions may  not  be
capable of being satisfied.

The Recommended Offer will lapse if the acquisition of Filofax is
referred  to  the  Monopolies and Mergers Commission  before  the
later  of 3.00 pm (London time) on the first closing date of  the
Recommended  Offer  and the date on which the  Recommended  Offer
becomes  or is declared unconditional as to acceptances. In  such
circumstances, the Recommended Offer will cease to be capable  of
further  acceptance  and  Day Runner  UK  and  accepting  Filofax
Shareholders  shall  thereupon cease to  be  bound  by  forms  of
acceptance  submitted at or before the time when the  Recommended
Offer so lapses.

If  Day  Runner UK is required by the Panel to make an offer  for
Filofax  Shares under the provisions of Rule 9 of the  Code,  Day
Runner  UK  may make such alterations to the terms and conditions
of  the  Recommended Offer as are necessary to  comply  with  the
provisions of that Rule.

                           Appendix II
                                
                           Definitions
                                
The  following definitions apply throughout this document, unless
the context requires otherwise:

"business day"     any day, other than a Saturday or Sunday or  a
                   US  federal  holiday or UK  Bank  Holiday  and
                   consisting  of the time period from  12.01  am
                   until  and  including  12.00  (midnight)  (New
                   York City time);
                   
"Cazenove"         Cazenove & Co.;
                   
"Code"             The City Code on Takeovers and Mergers;
                   
"Companies Act"    the Companies Act 1985, as amended;
                   
"Daily Official 
List"              the  Daily Official List of  the  London
                   Stock Exchange;
                   
"Day Runner"       Day Runner, Inc.;
                   
"Day Runner Group" the group of companies of which Day Runner  is
                   the ultimate holding company;
                   
"Day  Runner  UK"  or the  Day Runner UK plc,  a  wholly  owned
"Offeror"                  subsidiary of Day Runner;

"Filofax"          Filofax Group plc;
                   
"Filofax Group"    the  group  of companies of which  Filofax  is
                   the ultimate holding company;
                   
"Filofax Share 
Schemes"           the  Filofax Employee Sharesave  Scheme,
                   the  Filofax Group plc 1998 Sharesave  Scheme,
                   the  Filofax  approved Executive Share  Option
                   Scheme  and  the Filofax unapproved  Executive
                   Share Option Scheme;
                   
"Filofax 
Shareholders"      holders of Filofax Shares;
                   
"Filofax Shares"   the   existing  unconditionally  allotted   or
                   issued and fully paid ordinary shares of     5
                   pence  each in the capital of Filofax and  any
                   further  such  shares that are unconditionally
                   allotted or issued at or prior to the time  at
                   which the Recommended Offer ceases to be  open
                   for  acceptance (or, subject to the provisions
                   of  the Code, such earlier time and/or date as
                   Day Runner UK may decide);
                   
"Form of Acceptance"     the  Form  of Acceptance, Authority  and
                   Election  for  use by Filofax Shareholders  in
                   connection with the Recommended Offer;
                   
"Henry Ling"       the  company formerly named Henry Ling  &  Son
                   (London)  Limited and renamed  Elijo  (London)
                   Limited on 9 April 1998;
                   
"LIBOR"            London  Interbank Offered Rate  for  one  year
                   sterling deposits;
                   
"Loan Note 
Alternative"       the   alternative   whereby    Filofax
                   Shareholders  (other  than  certain   overseas
                   persons)  validly  accepting  the  Recommended
                   Offer  may elect to receive Loan Notes instead
                   of  all  or part of the cash consideration  to
                   which  they would otherwise be entitled  under
                   the Recommended Offer;
                   
"Loan Note Instrument"   the  loan  note instrument  constituting
                   the Loan Notes;
                   
"Loan Notes"       the  floating rate, guaranteed, unsecured loan
                   notes  to  be issued by Day Runner UK pursuant
                   to the Loan Note Alternative;
                   
"London Stock Exchange" the London Stock Exchange Limited;
                   
"Recommended Offer"the  Recommended Offer by Wasserstein  Perella
                   on  behalf of Day Runner UK to acquire all  of
                   the  Filofax Shares (other than those  already
                   owned  by  Day  Runner UK) on  the  terms  and
                   subject  to  the conditions to be set  out  in
                   the  Recommended Offer Document and  the  Form
                   of  Acceptance including, where the context so
                   requires,  any subsequent revision, variation,
                   extension or renewal of such offer;
                   
"Recommended Offer Document"  the document by means of which  the
                   Recommended Offer is made;
                   
"Rothschild"       N M Rothschild & Sons Limited;
                   
"Panel"            The Panel on Takeovers and Mergers;
                   
"SEC"              the US Securities and Exchange Commission;
                   
"Securities Act"   the  US  Securities Act of 1933,  as  amended,
                   and  the  rules  and  regulations  promulgated
                   thereunder;
                   
"UK" or "United Kingdom"the United Kingdom of Great Britain and
                   Northern Ireland;
                   
"United States, 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;
                   
"US$" or "US dollar"    the lawful currency of the US;
                   
"US Person"        as   defined   in  Regulation  S   under   the
                   Securities Act;
                   
"Wasserstein Perella"   Wasserstein Perella & Co. Limited.
                   

Bases of calculation in this document
                   
Foreign exchange rate #1 = $1.68
                   
END

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