RNS Number:6100U
Chelsfield PLC
26 January 2004
26 January 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA
DUELGUIDE PLC ("DUELGUIDE")
RECOMMENDED OFFER FOR CHELSFIELD PLC ("CHELSFIELD")
SUMMARY
The board of directors of Duelguide and the Independent Directors of Chelsfield
(the "Independent Directors") are pleased to announce that they have reached
agreement on the terms of a recommended offer (the "Offer"), to acquire the
entire issued and to be issued share capital of Chelsfield, other than those
Chelsfield Shares which Duelguide has contracted to acquire outside the Offer.
The Offer will be 320 pence per Chelsfield Share, comprising:
* 280 pence in cash; and
* 40 pence in Duelguide Units, of which 35 pence may be taken in cash.
35 pence of the consideration to be satisfied in Duelguide Units will be fully
cash underwritten by way of irrevocable commitments from certain Chelsfield
Shareholders to elect for such Duelguide Units and by committed facilities.
Accordingly, Chelsfield Shareholders may elect to receive up to 315 pence in
cash plus 5 pence in Duelguide Units per Chelsfield Share. Under a mix and match
election, Chelsfield Shareholders may instead elect to receive, subject to scale
back, up to 320 pence in Duelguide Units per Chelsfield Share.
In aggregate, Duelguide has agreed to acquire, received irrevocable undertakings
to accept the Offer, or has received a conditional letter of intent to accept
the Offer, in respect of 125,480,380 Chelsfield Shares representing
approximately 44.4 per cent. of Chelsfield's issued share capital.
Elliott Bernerd, Chelsfield International Limited, The Olayan Group, The Bank of
East Asia, the family interests of David Li, Elengrove Resources, Inc. and David
Phillips (in respect of his personal holdings) have agreed to waive their
respective entitlements under the Offer in respect of 10 pence of the cash
consideration otherwise available for each of the Chelsfield Shares that they
hold. This reflects their desire that the Offer be made and that other
Chelsfield Shareholders be offered the fullest possible offer price.
In accordance with Rule 24.10 of the City Code, the Duelguide Units will be
valued by Rothschild in the Offer Document, such that it is expected that the
total value of the Offer for a Chelsfield Shareholder electing to receive solely
Duelguide Units will be approximately 320 pence per Chelsfield Share.
A Loan Note Alternative will also be made available in connection with all of
the cash available to Chelsfield Shareholders under the Offer. The Loan Notes
will be cash collateralised.
The Offer represents a premium of approximately:
* 29.6 per cent. to the Closing Price of 247 pence per Chelsfield
Share on 15 May 2003 (the last business day prior to the announcement by
Chelsfield that it had received an approach regarding a possible offer from the
Chairman of Chelsfield, Elliott Bernerd, with the support of the Management
Team);
* 4.6 per cent. to the Closing Price of 306 pence per Chelsfield Share
on 23 January 2004 (the last business day prior to this announcement); and
* 7.2 per cent. to the Adjusted Net Assets per Chelsfield Share (as
calculated in Appendix III to this announcement) of 298.6 pence as at 30 June
2003.
Due to the importance to Duelguide of the proposed Morley Transaction, the Offer
is conditional upon the Morley Transaction completing.
The Offer (taking account of the waiver by certain Chelsfield Shareholders as
explained above) will value the existing share capital of Chelsfield at
approximately #895.5 million. In addition, Duelguide will assume Chelsfield's
net debt, which was approximately #968.7 million as at 30 June 2003.
The Independent Directors, having been so advised by Cazenove and Merrill Lynch,
consider the terms of the Offer to be fair and reasonable. In providing advice
to the Independent Directors, Cazenove and Merrill Lynch have taken into account
the commercial assessments of the Independent Directors. Accordingly, the
Independent Directors unanimously recommend that Chelsfield Shareholders accept
the Offer once it is made.
None of the Independent Directors, Cazenove and Merrill Lynch is expressing an
opinion as to the value of the Duelguide Units. Duelguide will be an unlisted,
highly geared company with a significant degree of property development
exposure, and value realisation in the future will be uncertain. The Offer
Document will contain a valuation of the Duelguide Units and Chelsfield
Shareholders will be directed towards certain risk factors in relation to the
Duelguide Units. Chelsfield Shareholders should consider whether additional
Duelguide Units are a suitable investment for their own personal circumstances
and are, therefore, strongly advised to take their own independent professional
advice before deciding which elections, if any, to make under the Offer. The
Independent Directors have irrevocably undertaken to accept the Offer and intend
to elect for 315 pence in cash and 5 pence in Duelguide Units in respect of
their entire beneficial holdings of 44,069 Chelsfield Shares representing, in
aggregate, approximately 0.02 per cent. of the issued share capital of
Chelsfield.
Further details regarding the Duelguide Units are included in section 8 of the
attached announcement and will be described in full detail in the Offer
Document.
Certain Chelsfield Shareholders, including Elliott Bernerd, Chelsfield
International Limited, The Olayan Group, The Bank of East Asia, the family
interests of David Li, Elengrove Resources, Inc., and the Management Team, who
together hold approximately 32.1 per cent. of Chelsfield's issued share capital,
have undertaken that if a competing cash offer is made which has a value greater
than 320 pence per Chelsfield Share, they will accept that offer.
Commenting on the Offer, Elliott Bernerd, Chairman of Duelguide, said:
"After over ten years of Chelsfield being a public company, I am now firmly of
the view that the challenges facing the business will be best met by the
proposals we have announced today. I believe that we have offered a full and
fair price and provided Chelsfield Shareholders with an opportunity for equity
participation alongside the other investors."
Sir Bruce MacPhail, senior Independent Director, said:
"The Independent Directors of Chelsfield have considered Duelguide's Offer, in
particular in light of the risks, rewards and timescales associated with
realisation of value from the Group's development properties and Global Switch.
Having put in place a process by which other interested parties could evaluate a
possible offer for Chelsfield on an equal basis to Duelguide, and having had
extensive negotiations with Duelguide resulting in its improved offer, the
Independent Directors believe that the Offer merits recommendation to Chelsfield
Shareholders."
Enquiries:
Duelguide +44 (0) 20 7493 3977
Elliott Bernerd
Nigel Hugill
Harvinder Hungin
Rothschild (financial adviser to Duelguide) +44 (0) 20 7280 5000
Michael Sorkin
Alex Midgen
Deutsche Bank (broker to Duelguide) +44 (0) 20 7545 8000
David Church
Phil Cowdy
Hudson Sandler (PR adviser to Duelguide) +44 (0) 20 7796 4133
Michael Sandler
Cazenove (joint financial adviser and broker to the Independent Directors of +44 (0) 20 7588 2828
Chelsfield)
Richard Cotton
Patrick Magee
Merrill Lynch (joint financial adviser and broker to the Independent +44 (0) 20 7628 1000
Directors of Chelsfield)
Simon Mackenzie-Smith
Simon Fraser
Bell Pottinger Financial (PR adviser to the Independent Directors of +44 (0) 20 7861 3232
Chelsfield)
Charlotte Lambkin
This summary should be read in conjunction with the full text of the attached
announcement.
The full terms and conditions of the Offer will be set out in the Offer Document
and the accompanying form of acceptance. In deciding whether or not to accept
the Offer, Chelsfield Shareholders must rely solely on the terms and conditions
of the Offer and the information contained, and the procedures described, in the
Offer Document and the accompanying form of acceptance.
Appendix IV contains the definitions used in this announcement.
The availability of the Offer and/or the Loan Note Alternative and/or the
Duelguide Units to Chelsfield Shareholders who are not resident in and citizens
of the United Kingdom may be affected by the laws of other jurisdictions. Such
persons should inform themselves about and observe any applicable requirements
of those jurisdictions. The Offer will not be made, directly or indirectly, in
or into the United States of America, or by use of the mails of, or by any means
or instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or by any facility of a national, state or
other securities exchange of, the United States, nor will it be made directly or
indirectly in or into Canada, Australia or Japan or any such jurisdiction where
to do so would constitute a breach of any relevant securities laws of that
jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia or Japan or any such jurisdiction where to do so would constitute a
breach of any relevant securities laws of that jurisdiction. Accordingly,
copies of this announcement are not being, will not and must not be, mailed or
otherwise forwarded, distributed or sent, in whole or in part, in, into or from,
the United States, Canada, Australia or Japan (or any other such jurisdiction
where to do so would constitute a breach of any relevant securities laws of that
jurisdiction). Accordingly, any person (including, without limitation,
custodians, nominees and trustees) who may have any contractual or legal
obligation to forward any of this announcement, should inform themselves of the
relevant securities laws of the relevant jurisdiction before so doing.
Furthermore, the Loan Notes and the Duelguide Units to be issued pursuant to the
Offer have not been, and will not be, registered under the US Securities Act or
under any of the relevant securities laws of Canada, Australia or Japan. The
Loan Notes and the Duelguide Units so issued have not been nor will they be
listed on any investment or securities exchange. Accordingly, unless an
exemption from the relevant laws is available, neither the Loan Notes nor the
Duelguide Units may be offered, sold, resold, or delivered or transferred,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or for the account or benefit of persons in such jurisdictions.
This announcement is not intended to and does not constitute an offer to sell,
or form part of, or constitute the solicitation of an offer to purchase or
subscribe for any securities.
Rothschild, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, is acting
exclusively for Duelguide and for no-one else in connection with the Offer and
will not be responsible to anyone other than Duelguide for providing the
protections afforded to clients of Rothschild or for providing advice in
relation to the Offer.
Cazenove, which is regulated by the Financial Services Authority for the conduct
of designated investment business in the United Kingdom, is acting exclusively
for the Independent Directors and for no-one else in connection with the Offer
and will not be responsible to anyone other than the Independent Directors for
providing the protections afforded to clients of Cazenove or for providing
advice in relation to the Offer.
Merrill Lynch is acting exclusively for the Independent Directors and for no-one
else in connection with the Offer and will not be responsible to anyone other
than the Independent Directors for providing the protections afforded to clients
of Merrill Lynch or for providing advice in relation to the Offer.
The directors of Duelguide accept responsibility for the information contained
in this announcement relating to Duelguide, the Duelguide Group, themselves and
their immediate families, related trusts and persons connected with them (within
the meaning of section 346 of the Companies Act) and the Offer, and to the best
of their knowledge and belief, having taken all reasonable care to ensure that
such is the case, such information is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Independent Directors of Chelsfield (being Sir Bruce MacPhail, Barrie Webb,
Michael Broke and Michael Grabiner) accept responsibility for any opinion of the
Independent Directors relating to the recommendation of the Offer and in
relation to the recommendation itself set out in this announcement, and to the
best of their knowledge and belief, having taken all reasonable care to ensure
that such is the case, such information is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The Directors of Chelsfield (excluding Nina Wang) accept responsibility for the
information relating to Chelsfield, the Chelsfield Group, themselves and their
immediate families, related trusts and persons connected with them (within the
meaning of section 346 of the Act) set out in this announcement, and to the best
of their knowledge and belief, having taken all reasonable care to ensure that
such is the case, such information is in accordance with the facts and does not
omit anything likely to affect the import of such information.
26 January 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA
DUELGUIDE PLC ("DUELGUIDE")
RECOMMENDED OFFER FOR CHELSFIELD PLC ("CHELSFIELD")
1. Introduction
The board of directors of Duelguide and the Independent Directors of Chelsfield
(the "Independent Directors") are pleased to announce that they have reached
agreement on the terms of a recommended offer (the "Offer"), to acquire the
entire issued and to be issued share capital of Chelsfield, other than those
Chelsfield Shares which Duelguide has contracted to acquire outside the Offer.
Duelguide is a company recently formed for the purpose of making the Offer, as
further described in section 11 of this announcement.
Elliott Bernerd, Chelsfield International Limited, The Olayan Group, The Bank of
East Asia, the family interests of David Li, Elengrove Resources, Inc. and David
Phillips (in respect of his personal holdings) have agreed to waive their
respective entitlements under the Offer in respect of 10 pence of the cash
consideration otherwise available for each of the Chelsfield Shares that they
hold. This reflects their desire that the Offer be made and that other
Chelsfield Shareholders be offered the fullest possible offer price.
The Offer (taking account of the waiver by certain Chelsfield Shareholders as
explained above) will value the existing share capital of Chelsfield at
approximately #895.5 million. In addition, Duelguide will assume Chelsfield's
net debt, which was approximately #968.7 million as at 30 June 2003.
2. The Offer
The Offer, which will be subject to the conditions and further terms set out in
Appendix I to this announcement and in the Offer Document and the accompanying
form of acceptance, will be made for the entire issued and to be issued share
capital of Chelsfield, other than those Chelsfield Shares which Duelguide has
contracted to acquire outside the Offer.
The Offer will be 320 pence per Chelsfield Share, comprising:
* 280 pence in cash; and
* 40 pence in Duelguide Units, of which 35 pence may be taken in cash.
35 pence of the consideration to be satisfied in Duelguide Units will be fully
cash underwritten by way of irrevocable commitments from certain Chelsfield
Shareholders to elect for such Duelguide Units and by committed facilities.
Accordingly, Chelsfield Shareholders may elect to receive up to 315 pence in
cash plus 5 pence in Duelguide Units per Chelsfield Share. Under a mix and match
election, Chelsfield Shareholders may instead elect to receive, subject to scale
back, up to 320 pence in Duelguide Units per Chelsfield Share.
In accordance with Rule 24.10 of the City Code, the Duelguide Units will be
valued by Rothschild in the Offer Document, such that it is expected that the
total value of the Offer for a Chelsfield Shareholder electing to receive solely
Duelguide Units will be approximately 320 pence per Chelsfield Share.
A Loan Note Alternative will also be made available in connection with all of
the cash available to Chelsfield Shareholders under the Offer. The Loan Notes
will be cash collateralised. Details are set out in section 9 of this
announcement.
The Offer represents a premium of approximately:
* 29.6 per cent. to the Closing Price of 247 pence per Chelsfield
Share on 15 May 2003 (the last business day prior to the announcement by
Chelsfield that it had received an approach regarding a possible offer from the
Chairman of Chelsfield, Elliott Bernerd, with the support of the Management
Team);
* 4.6 per cent. to the Closing Price of 306 pence per Chelsfield Share
on 23 January 2004 (the last business day prior to this announcement); and
* 7.2 per cent. to the Adjusted Net Assets per Chelsfield Share (as
calculated in Appendix III to this announcement) of 298.6 pence as at 30 June
2003.
Under the mix and match facility, and subject to scale back, Chelsfield
Shareholders may elect to vary the proportions in which they receive Duelguide
Units and cash in respect of their holdings. 5 pence of Duelguide Units per
Chelsfield Share may not be taken in cash. In addition to this 5 pence of
Duelguide Units per Chelsfield Share, all Chelsfield Shareholders will be
entitled to receive, if they so elect, an additional 35 pence of Duelguide Units
per Chelsfield Share.
Chelsfield Shareholders should consider carefully, in the light of their
investment objectives and having taken independent advice appropriate to their
own financial circumstances, whether they wish to elect to receive a higher
proportion of cash or Duelguide Units. The Offer Document will set out the risk
factors that the Independent Directors believe Chelsfield Shareholders should
consider carefully if electing to receive a higher proportion of Duelguide
Units. Details of the Duelguide Units are set out in section 8 of this
announcement.
In order to enable all Chelsfield Shareholders who wish to elect for cash in
respect of up to 35 pence of Duelguide Units per Chelsfield Share to which they
would otherwise be entitled, The Olayan Group, The Bank of East Asia and the
family interests of David Li have irrevocably committed to elect under the Unit
Alternative to receive all Duelguide Units in respect of a proportion of their
Chelsfield Shares. To the extent that other Chelsfield Shareholders elect to
receive Duelguide Units, these elections will be scaled back accordingly. Under
these irrevocable commitments, the maximum holdings of The Olayan Group and The
Bank of East Asia and the family interests of David Li in the Fully Diluted
Share Capital of Duelguide will be approximately 11.8 per cent. and 3.8 per cent
respectively.
In addition, Elengrove Resources, Inc., and Robin Butler, Nigel Hugill and David
Phillips (in respect of their personal holdings) have irrevocably committed to
take 40 pence of Duelguide Units for each of the Chelsfield Shares that they
hold.
Due to the importance to Duelguide of the proposed Morley Transaction, the Offer
is conditional upon the Morley Transaction completing and Chelsfield
Shareholders' attention is drawn to section 5 of this announcement.
The Offer is also conditional, inter alia, on approval by the Independent
Shareholders on a poll at an Extraordinary General Meeting of Chelsfield
Shareholders of the arrangements between the Management Team, Chelsfield
International Limited and Duelguide.
The Chelsfield Shares will be acquired by or on behalf of Duelguide pursuant to
the Offer fully paid and free from all liens, equities, charges, mortgages,
encumbrances and any other interests of whatever nature and together with all
rights now or hereafter attaching thereto, including all voting rights and the
right to receive and retain all dividends and other distributions (if any)
declared, made or paid on or after the date of this announcement.
If the Offer lapses, the Offer will cease to be capable of further acceptance,
and persons accepting the Offer and Duelguide shall both thereupon cease to be
bound by acceptances delivered on or before the date on which the Offer so
lapses.
3. Irrevocable undertakings and a conditional letter of intent to accept
the Offer
Duelguide has, subject to the Offer becoming or being declared unconditional in
all respects, agreed to acquire 11,774,194 Chelsfield Shares, representing
approximately 4.2 per cent. of the issued share capital of Chelsfield, from
Chelsfield International Limited, in exchange for Duelguide Shares and Duelguide
DDBs, on the basis of 310 pence per Chelsfield Share.
In addition, Duelguide has received irrevocable undertakings to accept, or
procure the acceptance of, the Offer from Chelsfield International Limited and
Elliott Bernerd (in respect of the balance of their respective shareholdings),
The Olayan Group, The Bank of East Asia, the family interests of David Li,
Elengrove Resources, Inc. and the Management Team in respect of 78,956,134
Chelsfield Shares representing in aggregate, approximately 27.9 per cent. of
Chelsfield's issued share capital. Such undertakings will cease to be binding
only if the Offer lapses or is withdrawn or a higher cash offer is announced (as
set out below).
Furthermore, Duelguide has received irrevocable undertakings from the
Independent Directors to accept the Offer in respect of their entire beneficial
holdings amounting in aggregate to 44,069 Chelsfield Shares, representing
approximately 0.02 per cent. of the issued share capital of Chelsfield. Such
undertakings will cease to be binding only if the Offer lapses or is withdrawn
or a higher offer is announced.
Summerwind Limited (a company associated with Nina Wang), the holder of
34,705,983 Chelsfield Shares, representing approximately 12.3 per cent. of
Chelsfield's issued share capital, has expressed its present intention, subject
to satisfactory review of the Offer Document and other ancillary matters, to
accept the Offer in respect of its entire holding of Chelsfield Shares.
In aggregate, Duelguide has agreed to acquire, received irrevocable undertakings
to accept the Offer, or has received a conditional letter of intent to accept
the Offer, in respect of 125,480,380 Chelsfield Shares representing
approximately 44.4 per cent. of Chelsfield's issued share capital.
Certain Chelsfield Shareholders, including Elliott Bernerd, Chelsfield
International Limited, The Olayan Group, The Bank of East Asia, the family
interests of David Li, Elengrove Resources, Inc., and the Management Team, who
together hold approximately 32.1 per cent. of Chelsfield's issued share capital,
have undertaken that if a competing cash offer is made which has a value greater
than 320 pence per Chelsfield Share, they will accept that offer.
4. Background to and reasons for the Independent Directors' recommendation
On 19 March 2003, Elliott Bernerd, Chairman of Chelsfield, informed the board
that he, together with certain other Chelsfield Shareholders and a number of
outside investors ("the Consortium"), was interested in making an offer for the
Company at a significant premium to the share price at that time of 212.5 pence
per Chelsfield Share.
In view of the proposed arrangements between the Management Team, Chelsfield
International Limited and Duelguide (details of which are set out in section 13
below), it was agreed that an independent committee of the board should be
formed comprising Sir Bruce MacPhail, Michael Broke, Michael Grabiner and Barrie
Webb (the "Independent Directors"). Elliott Bernerd, the Management Team, David
Li and Lubna Olayan have not been part of the independent committee for the
purposes of evaluating the Offer, given their potential interest in the Offer
and/or their significant relationship with Duelguide. Nina Wang has not been
part of the independent committee due to her pre-existing relationship with
Chelsfield International Limited. The Independent Directors have taken
responsibility for considering the Offer on behalf of Chelsfield Shareholders.
On 16 May 2003, in response to press speculation, the Independent Directors
announced that they had received a preliminary approach from the Consortium
which might lead to a cash offer being made for the Company.
On 17 October 2003, the Independent Directors announced that they had received a
formal proposal from the Consortium regarding a possible offer for the Company
of 305 pence per Chelsfield Share in cash. The Independent Directors were also
informed that, in the event of an announcement of a recommended Duelguide offer
of 305 pence per Chelsfield Share, the Consortium members would procure
undertakings from certain Chelsfield Shareholders, representing, in aggregate,
approximately 30 per cent. of the issued share capital of the Company, that they
would accept a cash offer announced by a third party during the course of the
Consortium's offer which, in the opinion of the Independent Directors, provided
better value than the Consortium's offer.
The Independent Directors stated that they believed that this proposal may not
fully reflect the long-term value of Chelsfield but recognised that it was at a
level above the Adjusted Net Assets (adjusted for the revaluation of land at
White City and Paddington) of approximately 299 pence per Chelsfield Share as
disclosed in the interim results for the period to 30 June 2003. The Independent
Directors stated that they intended to pursue discussions with the Consortium,
other Chelsfield Shareholders unconnected with the Consortium and certain other
potentially interested parties.
Subsequent to the announcement on 17 October 2003, a number of parties expressed
an interest in considering a possible offer for Chelsfield. As a result of this
interest, Chelsfield put in place a process that provided all such parties with
an equal opportunity to evaluate the Company. To date, no substantive proposal
other than the Offer has been forthcoming.
In arriving at their recommendation, the Independent Directors have considered
the following:
* the level of the Offer relative to the Adjusted Net Assets (adjusted
for the revaluation of land at White City and Paddington) as at 30 June 2003 and
the likelihood of a decline in this figure as at the year end;
* the Company's option to acquire the entire share capital of Stannifer
(as detailed in section 6) and the beneficial impact if the option is exercised;
* the risks, rewards and timescales associated with the Company's
development projects (comprising principally White City, Paddington and
Stratford) and Global Switch;
* the fact that 44.4 per cent. of Chelsfield Shares have been committed
(contractually or in principle) in favour of the Offer;
* the commitment by certain Chelsfield Shareholders, including Elliott
Bernerd, Chelsfield International Limited, The Olayan Group, The Bank of East
Asia, the family interests of David Li, Elengrove Resources, Inc., and the
Management Team, who together hold approximately 32.1 per cent. of Chelsfield's
issued share capital, that if a competing cash offer having a value greater than
320 pence per Chelsfield Share is made, they will accept that offer; and
* the absence (to date) of any substantive alternative proposal.
Like most quoted UK property companies, Chelsfield's portfolio comprises a mix
of investment and development properties. However, Chelsfield differs from its
peers in two respects: first, the proportionately higher level of investment in
development projects and, secondly, its investment in Global Switch. The
valuations reported in the Company's accounts reflect independent open market
valuations of the properties that comprise each of the Company's activities.
Whilst the Independent Directors recognise that many of Chelsfield's properties
have attractive long-term potential, the value and timing of realisation of this
potential is uncertain.
A number of Chelsfield's projects are long term in nature. This is evidenced by
projects such as White City, for which site assembly began in 1996, and the
possible substantial retail extension at Merry Hill, which remains subject to
local authority and, de facto, central government consent. The acquisition of
Stannifer would provide some smaller scale and more immediate projects but will
further reinforce the development orientation of the Group. Furthermore, the
proposed retail development scheme at Newcastle and the Stratford redevelopment
are unlikely to come to fruition in the short term. Each of these projects is
complex and subject to a number of material risks, particularly in relation to
the grant of planning approvals, which are largely outside the Company's
control.
In addition to its extensive interests in development properties, Chelsfield has
a substantial investment in its telehousing subsidiary, Global Switch. Global
Switch remains loss making, with approximately 1.3 million square feet of
existing facilities currently available to let, out of a total of 1.8 million
square feet. Whilst there are indications of a recovery in corporate IT spend
and Global Switch has a solid pipeline of enquiries, the conversion of those
enquiries continues to prove slow. The net level of lettings achieved during
2003 was 92,000 square feet, which was significantly below that anticipated by
Chelsfield at the beginning of the year and below that assumed by external
valuers as at 31 December 2002. Consequently, it is the expectation of the
Chelsfield board that the valuation of the Group's telehousing assets as at 31
December 2003 will be below the level as at 30 June 2003, which in turn was
below the level as at 31 December 2002.
Recommendation
In light of the factors set out above, the Independent Directors have weighed up
the long term prospects and attendant risks for the business continuing as a
listed entity against the wishes of holders of a substantial percentage of
Chelsfield Shares to realise all or part of their investment at this time. In
this context, the Offer is considered by the Independent Directors to represent
fair value compared to the net asset value of the business as at 30 June 2003
and the expected outcome as at 31 December 2003.
The Independent Directors, having been so advised by Cazenove and Merrill Lynch,
consider the terms of the Offer to be fair and reasonable. In providing advice
to the Independent Directors, Cazenove and Merrill Lynch have taken into account
the commercial assessments of the Independent Directors. Accordingly, the
Independent Directors unanimously recommend that Chelsfield Shareholders accept
the Offer once it is made.
None of the Independent Directors, Cazenove and Merrill Lynch is expressing an
opinion as to the value of the Duelguide Units. Duelguide will be an unlisted,
highly geared company with a significant degree of property development
exposure, and value realisation in the future will be uncertain. The Offer
Document will contain a valuation of the Duelguide Units and Chelsfield
Shareholders will be directed towards certain risk factors in relation to the
Duelguide Units. Chelsfield Shareholders should consider whether additional
Duelguide Units are a suitable investment for their own personal circumstances
and are, therefore, strongly advised to take their own independent professional
advice before deciding which elections, if any, to make under the Offer. The
Independent Directors have irrevocably undertaken to accept the Offer and intend
to elect for 315 pence in cash and 5 pence in Duelguide Units in respect of
their entire beneficial holdings of 44,069 Chelsfield Shares representing, in
aggregate, approximately 0.02 per cent. of the issued share capital of
Chelsfield.
Further details regarding the Duelguide Units are included in section 8 of this
announcement and will be described in full detail in the Offer Document.
5. The Morley Transaction
In view of the importance to Duelguide of the proposed Morley Transaction, the
Offer is conditional upon completion of the Morley Transaction.
The Morley Transaction is a Chelsfield transaction and is itself conditional,
inter alia, upon Chelsfield completing the reorganisation of the Global Switch
Group, refinancing its bank debt and transferring the European assets into the
Global Switch Limited Partnership in which the Morley Investors will be
investing. Certain representations and warranties have been given to the Morley
Investors by Chelsfield. The conditionality of the Morley Transaction is
summarised in the Chelsfield announcement of 15 September 2003. The Morley
Transaction is not governed by the City Code. Chelsfield has now secured the
necessary bank finance, which is subject to certain conditions and
preconditions, and the reorganisation is now in process. The Morley Transaction
is expected to complete by the end of February 2004.
Chelsfield Shareholders should be aware that the Offer will lapse if the Morley
Transaction fails to complete for any reason.
6. Intended acquisition of Stannifer
Chelsfield was originally granted options enabling it to acquire the companies
known collectively as Stannifer in November 2002 and the two organisations have
worked together subsequently in the appraisal and promotion of a number of
projects. Under the stewardship of Ronald Barrott, who founded the business in
1991 and remains Chairman and Chief Executive, Stannifer has established a
strong reputation, particularly for retail facility development and,
increasingly, for promoting mixed use schemes in city centre locations, such as
Bradford. The business has strong construction expertise and has developed more
than 3 million square feet since inception. In 2001, Stannifer formed the
Sapphire Retail Fund ("Sapphire"), which is invested in retail facilities.
Stannifer's pro-rata share of gross assets, either wholly owned, held in joint
ventures or under management within Sapphire, was estimated at approximately
#268 million as at 31 December 2003. Estimated net asset value adjusted for the
capital gains tax liability and the repayment of fixed debts and breakage costs
was approximately #75 million. The cost of exercise of the options varies
according to the date of exercise, but it is currently likely to be
approximately #65 million. This price represents a potential uplift to
Chelsfield in net asset value of approximately #10 million.
Chelsfield has the ability to exercise options which would result in it
acquiring Stannifer irrespective of the outcome of the Offer, provided notice of
the exercise of the first option is served by 17 March 2004. The current
expectation is that the options will be exercised, whether or not the Offer is
successful.
Ronald Barrott has separately committed to invest in Duelguide and, in the event
that the Offer becomes or is declared unconditional in all respects, the
intention is that he will become part of the Management Team.
7. Unaudited Adjusted Net Assets
Set out in Appendix III is a calculation of the unaudited Adjusted Net Assets as
at 30 June 2003 (being the net asset value as at 30 June 2003, which was
published by Chelsfield on 8 September 2003, adjusted for the items described in
Appendix III). This does not include the expected loss of approximately #16.4
million as announced on 15 September 2003 on the disposal to Morley of 25 per
cent. of the new Global Switch Limited Partnership.
The potential uplift in net asset value arising from the acquisition of
Stannifer described in section 6 and currently estimated at approximately #10
million has not been accounted for in the unaudited Adjusted Net Assets.
An updated statement of net assets as at 31 December 2003 will be contained in
the Offer Document. Independent valuations of the Chelsfield Group's properties
will also be contained in the Offer Document.
Given the importance to Chelsfield Shareholders of being able to consider this
updated financial information, the Offer Document will not be posted until this
information is available. This information is unlikely to be available in time
for the Offer Document to be posted within 28 days of this announcement.
Therefore it is the intention of Duelguide, with the consent of the Panel and
Chelsfield, to post the Offer Document after the normal 28 day period, but
posting is expected to occur no later than the end of February 2004.
8. Duelguide Units
For each Chelsfield Share, Chelsfield Shareholders will receive 5 pence in
Duelguide Units (the "5p Element"), may elect to receive a further 35 pence in
Duelguide Units to which they are entitled as of right (the "35p Element") and
may elect to receive up to the balance of 280 pence in Duelguide Units, subject
to scale back (the "280p Element").
Accordingly, a Chelsfield Shareholder who elects to receive the whole of his or
her consideration in Duelguide Units is electing to receive:
for each Chelsfield Share 0.59502 Duelguide Units
Assuming 100 per cent. acceptance of the Offer, 2,518,324 Duelguide Units will
be issued to Chelsfield Shareholders in respect of the 5p Element. The maximum
number of Duelguide Units that may be issued under the Unit Alternative (which
relates to the 35p Element and the 280p Element) is 17,628,266.
Each Duelguide Unit shall entitle the owner to one Duelguide Share, to be
subscribed at a premium of 0.5 pence per Duelguide Share, and 536.7970 pence
subscription value of deep discount bonds in Duelguide ("Duelguide DDBs"). The
Duelguide Units are stapled units and accordingly there can be no transfer of
one component part of the unit (Duelguide Shares or Duelguide DDBs) without the
other component part also being transferred. Each Duelguide Unit issued to
Chelsfield Shareholders will be identical to the Duelguide Units issued to the
Equity Providers (save in the case of Aldersgate Investments Limited referred to
in section 11 below). It is the intention that the Equity Providers' Duelguide
Units will remain stapled but that the other Duelguide Units be separately
transferable approximately six months after the Unconditional Date.
Fractions of Duelguide Units will not be issued and entitlements thereto will be
settled by way of cash consideration on the basis of 537.7970 pence per
Duelguide Unit.
Assuming a full take up by Chelsfield Shareholders of Duelguide Units, the
Independent Shareholders would hold, in aggregate, approximately 21.5 per cent.
of Duelguide's Fully Diluted Share Capital.
The directors of Duelguide have agreed to resolve that Duelguide Shares held by
a single shareholder and constituting less than one per cent. of Duelguide's
Fully Diluted Share Capital will at all times be freely transferable. It is
intended that Duelguide will remain a public company and Duelguide Shares will
be entitled to benefit from the rights conferred on shareholders by the City
Code. In addition, Duelguide shareholders will receive annual accounts,
incorporating independent annual property valuations, and the articles of
association of Duelguide provide that new Duelguide Shares to be issued must
first be offered to Duelguide shareholders in proportion to their respective
percentage holding of Duelguide Shares.
Further, the purchase by a third party of more than 50 per cent. of Duelguide
Shares triggers a tag along right which entitles the remaining holders of
Duelguide Shares to have their Duelguide Shares purchased by such purchaser at
the same price and on the same terms as the other Duelguide shareholders.
Separate to this tag along right, the purchase by a third party of more than 50
per cent. of Duelguide Shares triggers a drag along right, being an obligation
on the remaining Duelguide shareholders to sell their Duelguide Shares, at the
same price and on the same terms, to such purchaser upon them receiving a
written notice so to do from Duelguide.
However, Chelsfield Shareholders should note the following:
(a) the Duelguide Units will not be listed on any stock
exchange. However, Duelguide will use reasonable endeavours to enable Duelguide
Units to be traded on a matched bargain basis. Further details will be contained
in the Offer Document;
(b) the Duelguide DDBs are not repayable, as to principal or
income, before the date which is ten years after the Unconditional Date, save at
the discretion of Duelguide; and
(c) on redemption the Duelguide DDBs will return the
equivalent of a 15 per cent. per annum compound return on the subscription value
to such Duelguide DDBs.
Full details of the Duelguide Units will be contained in the Offer Document to
be sent to Chelsfield Shareholders.
In accordance with Rule 24.10 of the City Code, the Duelguide Units will be
valued by Rothschild in the Offer Document, such that it is expected that the
total value of the Offer for a Chelsfield Shareholder electing to receive solely
Duelguide Units will be approximately 320 pence per Chelsfield Share.
9. Loan Note Alternative
Chelsfield Shareholders, other than Overseas Shareholders, who validly accept
the Offer, may elect to receive Loan Notes (to be issued by Duelguide) instead
of all or part of the cash consideration (including cash received under any mix
and match in place of Duelguide Units of the same value) to which they would
otherwise be entitled under the Offer. The Loan Note Alternative will remain
open for acceptance for as long as the Offer remains open for acceptance.
The Loan Note Alternative will be made available on the following basis:
for every #1 of cash consideration #1 in nominal value of Loan Notes
The availability of the Loan Note Alternative will be conditional on the Offer
becoming or being declared unconditional in all respects and upon a minimum
level of elections as referred to below. The Loan Notes will be obligations of
Duelguide, secured by way of a charge over cash placed on deposit by Duelguide,
and will be issued, credited as fully paid, in amounts and integral multiples of
#1 nominal value. Fractional entitlements to Loan Notes will be disregarded and
will not be issued to persons accepting the Offer. The Loan Notes will be
transferable in amounts of #1,000 or integral multiples thereof. No application
will be made for the Loan Notes to be listed or dealt in on any stock exchange.
The Loan Notes will bear interest, payable twice yearly in arrears (less any tax
required by law to be deducted or withheld therefrom) on 30 June and 31 December
in each year, at the rate per annum calculated to be one half of one per cent.
below six month LIBOR as determined on the first business day of each such
interest period.
If the number of valid elections for the Loan Note Alternative received by the
Unconditional Date would not result in the issue of at least #3 million in
nominal value of Loan Notes, no Loan Notes will be issued unless Duelguide
determines otherwise. If insufficient elections are received, Chelsfield
Shareholders who validly elect for the Loan Note Alternative will instead
receive cash in accordance with the terms of the Offer.
The Loan Notes will be redeemable at par (together with accrued interest) at the
option of each Loan Note Holder, as to the whole or any part (being #1 in
nominal amount or any integral multiple thereof subject to a minimum of #1,000)
of each investor's holding, on any interest payment date falling on or after 30
June 2005. If, at any time after 30 June 2005, less than 25 per cent. of the
aggregated principal amount of all Loans Notes issued in connection with the
Offer remains outstanding, Duelguide shall have the right, on 30 days' notice in
writing to all Loan Noteholders, to repay all of the outstanding Loan Notes at
par together with any accrued interest. Any Loan Notes outstanding on 30 June
2009 will be redeemed at par (together with any accrued interest) on that date.
Duelguide may at any time after 30 September 2004, purchase any Loan Notes by
tender (available to all holders) or by private treaty or otherwise at any
price.
The Loan Notes have not been and will not be registered under the US Securities
Act, nor under the relevant securities laws of any province or territory of
Canada, Australia or Japan. Accordingly, the Loan Notes may not be offered,
sold, transferred, delivered or distributed, directly or indirectly, in or into
the USA, Canada, Australia or Japan. Further, no application has been or will
be made for the Loan Notes to be listed or dealt in on any investment or
securities exchange.
Rothschild has advised that, based on market conditions on 23 January 2004,
being the last business day prior to the date of this announcement, its estimate
of the value of the Loan Notes (had they been in issue on that day) would have
been not less than 99 pence per #1 in nominal value of the Loan Notes.
10. Information on Chelsfield
Chelsfield is a property investment company focused on a small number of
high-value projects. Chelsfield's principal assets include Merry Hill, one of
the largest retail facilities in the UK and, upon completion of the previously
announced transaction with CGI, 50 per cent. of the White City development,
which, when completed as expected in 2007, will be the largest retail facility
in Greater London. Chelsfield also owns a 50 per cent. joint venture interest
to develop London's Paddington Basin, and is currently the owner of Global
Switch, a major telehousing provider operating sites across Europe and in
Australia and Singapore.
For the year ended 31 December 2002, Chelsfield reported total operating profit
of #37.6 million on revenues of #122.6 million. As at 30 June 2003, Chelsfield
had net assets of #989.3 million and basic net assets per ordinary share of
351.1 pence.
11. Information on Duelguide
Duelguide has been established specifically for the purposes of making the Offer
for Chelsfield.
Duelguide believes that the challenges facing Chelsfield's business will be best
met by the proposals announced today. It is Duelguide's intention to manage the
assets with a view to creating maximum value over the long term.
Duelguide has entered into funding arrangements with a number of investors
(details of which are set out below) for the purposes of making the Offer and
ensuring the availability of the necessary cash resources in order to enable all
Chelsfield Shareholders to elect to receive cash for 35 pence of the Duelguide
Units to be offered as part of the consideration. These consist of a
contribution by Chelsfield International Limited of part of its holding in
Chelsfield and subscriptions in cash by it and the other investors referred to
below on the same terms as the Duelguide Units offered to Chelsfield
Shareholders under the Unit Alternative (save in the case of Aldersgate
Investments Limited as referred to below).
Aldersgate Investments Limited, Chelsfield International Limited and Multiplex
Jersey Holdings Limited have agreed to underwrite Duelguide Units having an
aggregate value of approximately #10.8 million. The underwriters will receive a
fee of #280,000, in aggregate, in connection with this arrangement. Aldersgate
Investments Limited will additionally receive a fee for its assistance in
arranging the funding of the Offer of #260,000.
Immediately following the Offer becoming or being declared unconditional in all
respects, the following will be the principal investors in Duelguide:
Chelsfield International Limited
Chelsfield International Limited ("CIL") is an investment holding company
incorporated in Bermuda. CIL is a wholly owned subsidiary of The Elliott Bernerd
1983 Life Interest Trust of which Elliott Bernerd is the Settlor and Life
Tenant. As at 26 January 2004 CIL is the owner of approximately 12.0 per cent.
of Chelsfield's issued share capital. CIL has no other significant business
activity.
CIL will invest between #56.1 million and #59.0 million in Duelguide and will
realise approximately 45 per cent. of the net value of its investment in
Chelsfield for cash.
Following the Offer becoming or being declared unconditional in all respects,
CIL will be the beneficial owner of up to approximately 11.9 per cent. of
Duelguide's Fully Diluted Share Capital, subject to scale back as a result of
take-up of the Unit Alternative.
Aldersgate Investments Limited
Aldersgate Investments Limited ("Aldersgate") is a company wholly owned by David
and Simon Reuben.
Aldersgate operates as a holding company for property related investments and
the existing portfolio consists of investments in the United Kingdom, Jersey and
Monaco.
Aldersgate has firmly committed to fund Duelguide in the amount of #140 million.
As reported above, it has also agreed to underwrite approximately #6.4 million
worth of Duelguide Units for cash. The terms of Aldersgate's subscription have
been enhanced compared to all other providers of equity and subscribers for
Duelguide Units to reward it for its total funding commitments. The overall
benefit (as compared to the terms offered to other investors) equates to some 6
per cent. of Duelguide's Fully Diluted Share Capital. A wholly owned subsidiary
of Aldersgate will own part of its investment in Duelguide Shares.
Following the Offer becoming or being declared unconditional in all respects,
Aldersgate, together with its wholly owned subsidiary, will be the beneficial
owner of up to approximately 35.4 per cent. of Duelguide's Fully Diluted Share
Capital, subject to scale back as a result of take-up of the Unit Alternative.
Uberior Ventures Limited
Uberior Ventures Limited ("Uberior") operates as a holding company for
investments arranged by Bank of Scotland's Joint Ventures team, a part of Bank
of Scotland's Corporate Banking division within HBOS plc ("HBOS"). The
investments are made for HBOS's own account in a broad range of business
sectors.
Uberior is ultimately a wholly owned subsidiary of HBOS. HBOS was formed from
the merger of Halifax plc and Bank of Scotland in September 2001 and is a
diversified financial services company providing, inter alia, corporate and
treasury services in addition to retail banking services to customers and
companies in the UK and overseas.
Following the Offer becoming or being declared unconditional in all respects,
Uberior will be the beneficial owner of approximately 13.1 per cent. of
Duelguide's Fully Diluted Share Capital.
Multiplex Jersey Holdings Limited
Multiplex Jersey Holdings Limited is wholly owned by Multiplex Limited.
Multiplex Limited is part of the Multiplex Group, which was listed on the
Australian Stock Exchange in December 2003 under the stock code "MXGCA".
The Multiplex Group comprises Multiplex Limited and Multiplex Property Trust
(the "Trust"). The Trust was established in connection with the initial public
offer of the Multiplex Group and holds a portfolio of retail and commercial
investment grade properties. Units in the Trust are stapled to shares in
Multiplex Limited, together forming securities, and cannot be traded separately.
Multiplex Limited was originally founded in 1962 by John C Roberts and has a
long history of construction and development activities. Today, Multiplex is a
leading Australian construction, property development, facilities management and
investment management company, with operations in all Australian mainland
States, the United Kingdom, New Zealand and the Middle East. Multiplex is the
selected design and build contractor for the White City scheme.
Following the Offer becoming or being declared unconditional in all respects,
Multiplex Jersey Holdings Limited will be the beneficial owner of up to
approximately 6.3 per cent. of Duelguide's Fully Diluted Share Capital, subject
to scale back as a result of take-up of the Unit Alternative.
Ronald Stephen Barrott
Ronald Stephen Barrott is the Chairman and Chief Executive of the Stannifer
group of companies. Stannifer is a market leader in the UK retail and leisure
sectors, having successfully developed over 3 million square feet of retail
floor space.
In 2001, Ronald Barrott structured and formed the Sapphire Retail Fund Limited
group of companies ("Sapphire") with HBOS and Coronation Capital as
co-investors. Sapphire owns four shopping centres in the UK with a gross
capital value in excess of #250 million.
Following the Offer becoming or being declared unconditional in all respects,
Ronald Barrott will be the beneficial owner of approximately 1.0 per cent. of
Duelguide's Fully Diluted Share Capital.
Further information on Duelguide
Duelguide is a public company registered in England and Wales and was
incorporated on 2 October 2003 specifically for the purpose of making the Offer.
The directors of Duelguide are Elliott Bernerd and Harvinder Hungin and its
registered office is at 1 Mitchell Lane, Bristol BS1 6BU.
Further information on Duelguide will be set out in the Offer Document.
As required by the City Code, Rothschild is satisfied that the necessary
financial resources are available to the Duelguide Group to satisfy full
acceptance of the Offer.
Further information on the financing of the Offer will be set out in the Offer
Document.
12. Management and employees
Duelguide has given assurances to the Independent Directors that, upon the Offer
becoming or being declared unconditional in all respects, the existing
employment rights, including the pension rights, of all employees of Chelsfield
will be fully safeguarded. The Independent Directors intend to resign from the
board of Chelsfield when the Offer becomes or is declared unconditional in all
respects.
13. Management Arrangements and Extraordinary General Meeting
The Offer and the future success of Duelguide are fundamentally dependent upon
the involvement of Elliott Bernerd and the Management Team. In order to
incentivise the Management Team, the Equity Providers and Duelguide believe they
should participate financially in the future success of the business.
Accordingly, Duelguide has reserved 13 per cent. of the Fully Diluted Share
Capital of Duelguide for subscription by the Management Team and other senior
executives of Chelsfield. It is proposed to invite subscription by these
individuals on the Unconditional Date. Approximately 3 per cent. of the
available Duelguide Shares (within the 13 per cent. pool) have been reserved for
allocation to new executives of the enlarged Duelguide Group.
Duelguide believes that it is important that the family interests of Elliott
Bernerd be significant investors in the Company and has offered Chelsfield
International Limited the opportunity to exchange part of its shareholding in
Chelsfield for Duelguide Units. Subject to scale back as a result of take-up of
the Unit Alternative, Elliott Bernerd and his family interests will have between
#56.1 million and #59.0 million invested in Duelguide. Elliott Bernerd will not,
however, participate in the equity reserved for management as described above.
Further information in relation to the arrangements will be set out in the Offer
Document.
The arrangements between Duelguide, the Management Team and Chelsfield
International Limited, which will be described in the Offer Document, are not
arrangements that are available to the Independent Shareholders. The Panel
requires that such arrangements, in the context of the Offer, be approved by
Chelsfield Shareholders, other than the Management Team and Elliott Bernerd and
his family interests, on a poll at an Extraordinary General Meeting.
Accordingly, it is intended to convene an Extraordinary General Meeting of
Chelsfield. The Offer is conditional upon the passing of the Ordinary Resolution
to approve the arrangements relating to the Management Team and Chelsfield
International Limited. Such resolution will be put to Independent Shareholders
at that Extraordinary General Meeting of Chelsfield, notice of which will be
attached to the Offer Document.
14. Chelsfield Share Option Schemes
The Offer will extend to any Chelsfield Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid) while the
Offer remains open for acceptance (or, subject to the City Code, by such earlier
date as Duelguide may decide), including Chelsfield Shares issued pursuant to
the exercise of options granted under the Chelsfield Share Option Schemes or
otherwise.
Once the Offer becomes or is declared unconditional in all respects, to the
extent that any options are not exercised in full, appropriate proposals will be
made to the Option Holders, save where the exercise price of any Chelsfield
Share Option which remains unexercised is above the Offer Price.
15. Inducement fee
Chelsfield has agreed to pay to Duelguide an inducement fee equal to #8.95
million (being less than one per cent. of the equity value of Chelsfield as
calculated by reference to the total Offer value), in the event that, after the
date of this announcement:
(a) the Independent Directors of Chelsfield withdraw or adversely modify
their recommendation of the Offer (the "Duelguide Offer") other than as a result
of the valuation (on the basis set out in this announcement) of the Duelguide
Units set out in the Offer Document being less than approximately 320 pence per
Chelsfield Share and, thereafter, the Duelguide Offer is not posted or (if
posted) subsequently lapses or is withdrawn; or
(b) a third party offer for Chelsfield (a "Competing Offer") is announced
before the Duelguide Offer has lapsed or been withdrawn and the Competing Offer
subsequently becomes or is declared unconditional in all respects within one
year of the date that the Duelguide Offer lapses or is withdrawn.
16. Interests in Chelsfield Shares
As at 23 January 2004, being the last business day prior to the date of this
announcement, the following parties, who are deemed to be acting in concert with
Duelguide for the purposes of the Offer, owned or controlled 36,146,651
Chelsfield Shares, representing approximately 12.8 per cent. of the issued share
capital of Chelsfield and held options over 2,592,416 Chelsfield Shares,
representing approximately 0.9 per cent. of the issued share capital of
Chelsfield.
Name Number of Chelsfield Shares Options over Chelsfield Shares
held held
Elliott Bernerd 128,883 615,404
Chelsfield International Limited 33,901,754 0
Robin Butler 355,592 605,972
Nigel Hugill 915,256 615,404
David Phillips 299,006 604,169
Damian Wisniewski 1,380 151,467
Insight Investment Management Limited(1) 232,746 0
CMI Asset Management (Luxembourg) SA(1) 14,990 0
CMI Insurance Company Limited(1) 6 0
Deutsche Bank AG(2) 297,038 0
(1) a subsidiary of HBOS plc
(2) Deutsche Bank AG has undertaken to the Panel, in respect of 80,000 of the
297,038 Chelsfield Shares shown above, that those Chelsfield Shares will not be
assented to the Offer until the Offer is unconditional as to acceptances
Save for the above, neither Duelguide, nor any of the directors of Duelguide,
nor, so far as Duelguide is aware, any party deemed to be acting in concert with
Duelguide, owns or controls any Chelsfield Shares or holds any options to
purchase Chelsfield Shares or has entered into any derivative referenced to
securities of Chelsfield which remains outstanding on 23 January 2004, being the
last business day prior to the date of this announcement. In view of the
requirement for confidentiality, Duelguide has not made any enquiries in this
respect of certain parties who may be deemed by the Panel to be acting in
concert with it for the purposes of the Offer.
17. Further details of the Offer
Subject to the Offer becoming or being declared unconditional in all respects,
if Duelguide receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of the Chelsfield Shares to which the Offer
relates, Duelguide intends to exercise its rights pursuant to the provisions of
sections 428 to 430F (inclusive) of the Companies Act compulsorily to acquire
the remaining Chelsfield Shares.
Furthermore, if the Offer becomes or is declared unconditional in all respects,
Duelguide intends to procure that Chelsfield makes applications to the United
Kingdom Listing Authority for the cancellation of the listing of Chelsfield
Shares on the Official List and to the London Stock Exchange for the
cancellation of trading in Chelsfield Shares on its market for listed
securities. It is expected that such cancellations will take effect no earlier
than 20 business days after the date on which the Offer becomes or is declared
unconditional in all respects.
An announcement will be made following (i) the Offer becoming or being declared
unconditional in all respects or (ii) the commencement of the compulsory
acquisition procedures under sections 428 to 430F (inclusive) of the Companies
Act in respect of the remaining Chelsfield Shares, stating the anticipated time
and date, not earlier than 20 business days after such announcement, when the
listing of the Chelsfield Shares on the Official List and their admission to
trading on the London Stock Exchange's market for listed securities will be
cancelled.
De-listing would significantly reduce the liquidity and marketability of any
Chelsfield Shares in respect of which acceptances of the Offer are not
submitted.
If the Offer becomes or is declared unconditional in all respects, it is the
intention of Duelguide to propose a resolution to re-register Chelsfield as a
private company.
The Offer Document containing the full terms and conditions to which the Offer
is subject, together with the accompanying form of acceptance, will be sent to
Chelsfield Shareholders and, for information only, to participants in the
Chelsfield Share Option Schemes.
Enquiries:
Duelguide +44 (0) 20 7493 3977
Elliott Bernerd
Nigel Hugill
Harvinder Hungin
Rothschild (financial adviser to Duelguide) +44 (0) 20 7280 5000
Michael Sorkin
Alex Midgen
Deutsche Bank (broker to Duelguide) +44 (0) 20 7545 8000
David Church
Phil Cowdy
Hudson Sandler (PR adviser to Duelguide) +44 (0) 20 7796 4133
Michael Sandler
Cazenove (joint financial adviser and broker to the Independent Directors of +44 (0) 20 7588 2828
Chelsfield)
Richard Cotton
Patrick Magee
Merrill Lynch (joint financial adviser and broker to the Independent +44 (0) 20 7628 1000
Directors of Chelsfield)
Simon Mackenzie-Smith
Simon Fraser
Bell Pottinger Financial (PR adviser to the Independent Directors of +44 (0) 20 7861 3232
Chelsfield)
Charlotte Lambkin
The full terms and conditions of the Offer will be set out in the Offer Document
and the accompanying form of acceptance. In deciding whether or not to accept
the Offer, Chelsfield Shareholders must rely solely on the terms and conditions
of the Offer and the information contained, and the procedures described, in the
Offer Document and the accompanying form of acceptance.
Appendix IV contains the definitions used in this announcement.
The availability of the Offer and/or the Loan Note Alternative and/or the
Duelguide Units to Chelsfield Shareholders who are not resident in and citizens
of the United Kingdom may be affected by the laws of other jurisdictions. Such
persons should inform themselves about and observe any applicable requirements
of those jurisdictions. The Offer will not be made, directly or indirectly, in
or into the United States of America, or by use of the mails of, or by any means
or instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or by any facility of a national, state or
other securities exchange of, the United States, nor will it be made directly or
indirectly in or into Canada, Australia or Japan or any such jurisdiction where
to do so would constitute a breach of any relevant securities laws of that
jurisdiction and the Offer will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada,
Australia or Japan or any such jurisdiction where to do so would constitute a
breach of any relevant securities laws of that jurisdiction. Accordingly,
copies of this announcement or the Offer Document and accompanying form of
acceptance are not being, will not and must not be, mailed or otherwise
forwarded, distributed or sent, in whole or in part, in, into or from, the
United States, Canada, Australia or Japan (or any other such jurisdiction where
to do so would constitute a breach of any relevant securities laws of that
jurisdiction). Accordingly, any person (including, without limitation,
custodians, nominees and trustees) who may have any contractual or legal
obligation to forward any of this announcement, the Offer Document or the
accompanying Form of Acceptance should inform themselves of the relevant
securities laws of the relevant jurisdiction before so doing.
Furthermore, the Loan Notes and the Duelguide Units to be issued pursuant to the
Offer, if any, have not been, and will not be, registered under the US
Securities Act or under any of the relevant securities laws of Canada, Australia
or Japan. The Loan Notes and the Duelguide Units so issued have not been nor
will they be listed on any investment or securities exchange. Accordingly,
unless an exemption from the relevant laws is available, neither the Loan Notes
nor the Duelguide Units may be offered, sold, resold, or delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan or for the account or benefit of persons in such
jurisdictions.
This announcement is not intended to and does not constitute an offer to sell,
or form part of, or constitute the solicitation of an offer to purchase or
subscribe for any securities.
Rothschild, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, is acting
exclusively for Duelguide and for no-one else in connection with the Offer and
will not be responsible to anyone other than Duelguide for providing the
protections afforded to clients of Rothschild or for providing advice in
relation to the Offer.
Cazenove, which is regulated by the Financial Services Authority for the conduct
of designated investment business in the United Kingdom, is acting exclusively
for the Independent Directors and for no-one else in connection with the Offer
and will not be responsible to anyone other than the Independent Directors for
providing the protections afforded to clients of Cazenove or for providing
advice in relation to the Offer.
Merrill Lynch is acting exclusively for the Independent Directors and for no-one
else in connection with the Offer and will not be responsible to anyone other
than the Independent Directors for providing the protections afforded to clients
of Merrill Lynch or for providing advice in relation to the Offer.
The directors of Duelguide accept responsibility for the information contained
in this announcement relating to Duelguide, the Duelguide Group, themselves and
their immediate families, related trusts and persons connected with them (within
the meaning of section 346 of the Companies Act) and the Offer, and to the best
of their knowledge and belief, having taken all reasonable care to ensure that
such is the case, such information is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Independent Directors of Chelsfield (being Sir Bruce MacPhail, Barrie Webb,
Michael Broke and Michael Grabiner) accept responsibility for any opinion of the
Independent Directors relating to the recommendation of the Offer and in
relation to the recommendation itself set out in this announcement, and to the
best of their knowledge and belief, having taken all reasonable care to ensure
that such is the case, such information is in accordance with the facts and does
not omit anything likely to affect the import of such information.
The Directors of Chelsfield (excluding Nina Wang) accept responsibility for the
information relating to Chelsfield, the Chelsfield Group, themselves and their
immediate families, related trusts and persons connected with them (within the
meaning of section 346 of the Act) set out in this announcement, and to the best
of their knowledge and belief, having all reasonable care to ensure that such is
the case, such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Appendix I
Conditions to the Offer
For the purpose of the conditions set out below:
(A) the "Wider Chelsfield Group" means Chelsfield and its
subsidiaries, subsidiary undertakings and any other undertaking (including any
partnership, joint venture or firm) in which Chelsfield and such undertakings
(aggregating their interests) have a significant interest; for the purposes of
this paragraph and paragraph (B) below "subsidiary undertaking" and
"undertaking" have the respective meanings given by the Act (but for this
purpose ignoring paragraph 20(1)(b) of Schedule 4A to the Act) and "significant
interest" means a direct or indirect interest in 20 per cent. or more of the
equity capital of an undertaking; and
(B) the "Wider Duelguide Group" means Duelguide, Duelguide
Mezzanine, Duelguide Finance, any undertaking which has a significant interest
in Duelguide and its subsidiaries and subsidiary undertakings, any holding
company of any such undertaking, any subsidiary or subsidiary undertaking of any
such holding company and any other undertaking in which any other companies and
undertakings (aggregating their interests) have a significant interest or any
undertaking which has a significant interest in any of such undertakings.
The Offer will be subject to the following conditions:
(i) valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by 3pm (London time) on the date that is 21 days following
the date the Offer document is posted (or such later time(s) and/or date(s) as
Duelguide may determine, subject to the rules of the City Code) in respect of
not less than 90 per cent. (or such lesser percentage as Duelguide may decide)
in nominal value of the Chelsfield Shares to which the Offer relates, provided
that, unless agreed by the Panel, this condition will not be satisfied unless
Duelguide and/or any of its wholly owned subsidiaries has acquired or agreed to
acquire (either pursuant to the Offer or otherwise) Chelsfield Shares carrying,
in aggregate, over 50 per cent. of the voting rights then normally exercisable
at a general meeting of Chelsfield, including for this purpose, to the extent
(if any) required by the City Code, the voting rights attributable or attaching
to any Chelsfield Shares which may be unconditionally allotted or issued before
the Offer becomes or is declared unconditional as to acceptances (whether
pursuant to the exercise of any outstanding conversion rights or otherwise).
For this purpose of this condition:
(a) the expression "Chelsfield Shares to which the Offer relates"
shall be construed in accordance with sections 428 to 430F (inclusive) of the
Act; and
(b) Chelsfield Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they will carry upon
issue;
(ii) the passing by the Independent Shareholders at the Extraordinary
General Meeting of the Ordinary Resolution;
(iii) completion of the Morley Transaction having taken place in all
respects in accordance with its terms as at the date of this announcement;
(iv) it being established in terms satisfactory to Duelguide that the
proposed acquisition of Chelsfield by Duelguide, or any matters arising from it,
will not be referred to the Competition Commission under the Fair Trading Act
1973 or the Enterprise Act 2002 and/or it is not the intention of the European
Commission, pursuant to the Council Regulation (EEC) 4064/89, either to initiate
proceedings under Article 6(1)(c) of such regulation or to make a referral to a
competent authority of the United Kingdom under Article 9(1) of such regulation;
(v) all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, permissions and approvals necessary or
appropriate for, or in respect of, the Offer, its implementation or any
acquisition of any shares in, or control of, Chelsfield or any member of the
Wider Chelsfield Group by any member of the Wider Duelguide Group having been
complied with and obtained in terms and in a form satisfactory to Duelguide from
all appropriate governments, governmental, quasi-governmental, supra-national,
statutory or regulatory bodies or trade agencies, associations, institutions or
courts, or professional or environmental bodies, or persons or bodies with whom
any member of the Wider Chelsfield Group has entered into contractual
arrangements and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and approvals
necessary to carry on the business of any member of the Wider Chelsfield Group
remaining in full force and effect and there being no intimation of any
intention to revoke or not to renew, withdraw, suspend, withhold, modify or
amend the same in consequence of the Offer becoming unconditional in all
respects and all necessary notifications and filings having been made and all
necessary waiting periods under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
(vi) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or any trade agency or professional association or
court or any environmental body or other person or body in any jurisdiction
having instituted, implemented or threatened any action, suit, proceedings or
investigation or enquiry or enacted, made or proposed any statute or regulation
or order or decision or taken any other step that would or would reasonably be
likely to:
(a) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares in, or control over, Chelsfield by Duelguide
illegal, void or unenforceable or otherwise directly or indirectly restrict,
restrain, prohibit, delay, frustrate or interfere with the implementation of or
impose additional conditions or obligations with respect to or otherwise
challenge the Offer or the proposed acquisition of Chelsfield by Duelguide or
any acquisition of shares in Chelsfield by Duelguide (including, without
limitation, taking any steps which would entitle any relevant authority to
require Duelguide to dispose of all or some of its Chelsfield Shares or restrict
the ability of Duelguide to exercise voting rights in respect of some or all of
such Chelsfield Shares); or
(b) result directly or indirectly in a delay in the ability of
Duelguide, or render Duelguide unable, to acquire some or all of the Chelsfield
Shares; or
(c) impose any material limitation on the ability of any member of
the Wider Duelguide Group or Chelsfield or any member of the Wider Chelsfield
Group to acquire or hold or exercise effectively, directly or indirectly, any
rights of ownership of shares or the equivalent in any member of the Wider
Chelsfield Group or management control over any member of the Wider Chelsfield
Group; or
(d) require, prevent, delay or affect in a material adverse manner
the divestiture by any member of the Wider Duelguide Group or require the
divestiture by any member of the Wider Chelsfield Group of all or any portion of
their respective businesses, assets or properties or impose any material
limitation on the ability of any of them to conduct their respective businesses
or own their respective assets or properties; or
(e) require, prevent, delay or affect the divestiture by any member
of the Wider Duelguide Group of any shares or other securities (or the
equivalent) of Chelsfield; or
(f) otherwise materially adversely affect any or all of the
businesses, assets, profits, financial or trading position or prospects, or use
of any name of any member of the Wider Duelguide Group or any member of the
Wider Chelsfield Group; or
(g) require any member of the Wider Chelsfield Group or any member
of the Wider Duelguide Group to offer to acquire any shares or other securities
(or the equivalent) owned by any third party in any member of the Wider
Chelsfield Group; or
(h) impose any material limitation on the ability of any member of
the Wider Duelguide Group or any member of the Wider Chelsfield Group to
integrate or co-ordinate its business, or any of it, with the business of any
other member of the Wider Duelguide Group or any member of the Wider Chelsfield
Group,
and all applicable waiting and other time periods during which any such
government, governmental, quasi-governmental, supra-national, statutory or
regulatory body, trade agency, court or other person or body could institute, or
implement or threaten any proceedings, suit, investigation or enquiry having
expired, lapsed or been terminated;
(vii) except as disclosed in Chelsfield's annual report and accounts for
the financial year ended 31 December 2002 or Chelsfield's interim results for
the six months ended 30 June 2003 or in writing to Duelguide or its advisers or
as publicly announced via a Regulatory Information Service by Chelsfield before
the date of this announcement (collectively "publicly announced"), there being
no provision of any arrangement, agreement, authorisation, lease, licence,
consent, franchise, permit or other instrument to which any member of the Wider
Chelsfield Group is a party, or by or to which any such member, or any of its
assets, may be bound, entitled or subject, which could as a consequence of the
Offer or of the proposed acquisition of all or any part of the issued share
capital of, or control of, Chelsfield, result in:
(a) any material assets or interests of, or any asset the use of
which is enjoyed by, any member of the Wider Chelsfield Group being or falling
to be disposed of or ceasing to be available to any member of the Wider
Chelsfield Group or being charged or any right arising under which any such
asset or interest could be required to be disposed of or charged other than in
the ordinary course of business; or
(b) any moneys borrowed by or other indebtedness actual or
contingent of any member of the Wider Chelsfield Group becoming repayable or
being capable of being declared repayable immediately or earlier than the
repayment date stated in such arrangement, agreement or other instrument or the
ability of such member of the Wider Chelsfield Group to incur any indebtedness
becoming or being capable of being or becoming withdrawn, prohibited or
inhibited; or
(c) any such arrangement, agreement or other instrument being
terminated, modified, affected, amended or varied or any action being taken or
any onerous obligation or liability arising thereunder; or
(d) the business or interests of any member of the Wider Chelsfield
Group or its or their financial or trading position or its value being
prejudiced or adversely affected; or
(e) the interest of any member of the Wider Chelsfield Group in or
with any partnership, joint venture, firm or company (or any arrangements
relating to such interest) being terminated, modified or adversely affected; or
(f) the creation of any mortgage, charge or other security
interest over the whole or any material part of the business, property or assets
of any member of the Wider Chelsfield Group or any such security (whenever
arising or having arisen) becoming enforceable or being enforced; or
(g) any member of the Wider Chelsfield Group ceasing to be able to
carry on business under any name under which it currently does so; or
(h) any member of the Wider Duelguide Group or any member of the
Wider Chelsfield Group being required to acquire any shares in any member of the
Wider Chelsfield Group owned by any relevant authority or repay any indebtedness
of any member of the Wider Chelsfield Group to any relevant authority,
and no event having occurred which, under any provision of any
arrangement, agreement or other instrument to which any member of the Wider
Chelsfield Group is a party, or by or to which any such member, or any of its
assets, may be bound, entitled or subject, could result, to an extent which is
material in the context of the Wider Chelsfield Group taken as a whole, in any
of the events or circumstances as are referred to in items (a) to (h) inclusive
of this sub-paragraph (vii);
(viii) save as publicly announced by Chelsfield (as defined in
sub-paragraph (vii) above):
(a) no litigation, arbitration proceedings, prosecution, mediation
proceedings, investigation, or other legal business or proceedings having been
instituted or threatened against any member of the Wider Chelsfield Group which
is material in the context of the Wider Chelsfield Group taken as a whole;
(b) no material adverse change or deterioration having occurred in
the business or financial or trading position or prospects or profits of any
member of the Wider Chelsfield Group which is material in the context of the
Wider Chelsfield Group taken as a whole;
(c) no investigation by any government or quasi-governmental,
supra-national, regulatory or investigative body against or in respect of any
member of the Wider Chelsfield Group having been threatened, announced,
implemented, instituted or remaining outstanding by, against, or in respect of
any member of the Wider Chelsfield Group which is material in the context of the
Wider Chelsfield Group taken as a whole; and
(d) no material contingent or other liability having arisen that
might reasonably be likely to materially adversely affect the Wider Chelsfield
Group taken as a whole;
(ix) since 30 June 2003 (being the date to which the latest published
results of Chelsfield were made up), except as publicly announced by Chelsfield
(as defined in sub-paragraph (vii) above) before the date of the announcement of
the Offer, neither Chelsfield nor any member of the Wider Chelsfield Group
having:
(a) issued or agreed to issue or authorised or proposed the issue
or grant of additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire any such shares or
convertible securities or redeemed, purchased or reduced or proposed the
redemption, purchase or reduction of any part of its share capital (save
pursuant to the Chelsfield Share Schemes); or
(b) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution whether payable
in cash or otherwise; or
(c) entered into or authorised, or proposed or announced its
intention to propose any merger or demerger or acquisition or disposal or
transfer of any assets to or from or with another member of the Wider Chelsfield
Group or made any change in its share (save pursuant to the Chelsfield Share
Schemes) or loan capital, or authorised or proposed or announced any intention
to propose any merger, acquisition, disposal or change as aforesaid or acquired
or disposed of any assets of a material value (including shares in subsidiaries
and trade investments); or
(d) issued or proposed the issue of any debentures or incurred or
increased any indebtedness or liability or contingent liability of any aggregate
amount which is or might be expected to be material in the context of the Wider
Chelsfield Group taken as a whole; or
(e) granted or created any mortgage, charge, security or other
encumbrance over any assets, or over any right, title, or interest in any
material asset of the Chelsfield Group; or
(f) entered into any arrangement, contract or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term or
unusual nature or which involves or could involve an obligation of a nature and
magnitude which is material in the context of the Wider Chelsfield Group taken
as a whole or which is or could be restrictive to the existing business of any
member of the Wider Chelsfield Group which is material in the context of the
Wider Chelsfield Group as a whole; or
(g) entered into or varied, or authorised, proposed or announced
its intention to enter into or vary any contract, reconstruction, amalgamation,
transaction, arrangement, scheme or commitment otherwise than in the ordinary
course of business which is material in the context of the Wider Chelsfield
Group taken as a whole or which gives consent to or results in or may result in
the restriction of the scope of the business of any member of the Wider
Chelsfield Group or any member of the Wider Duelguide Group; or
(h) disposed of or transferred, mortgaged, charged or encumbered or
created any security interest over any asset or right, title or interest in any
material asset; or
(i) waived or compromised any claim which is material in the
context of the Wider Chelsfield Group; or
(j) made or authorised or proposed or announced an intention to
propose any change in its loan capital; or
(k) entered into or varied or offered to enter into or vary in any
material respect the terms of any service, consultancy or other agreement with
or relating to any of the directors of Chelsfield or senior executives of any
member of the Wider Chelsfield Group; or
(l) proposed any voluntary winding up or taken any corporate
action or had any legal proceedings started or threatened against it for its
winding-up (whether voluntary or otherwise), dissolution or reorganisation or
for the appointment of a receiver, trustee, administrator, administrative
receiver or similar officer in any jurisdiction over all or any of its assets
and revenues or had any such person appointed or been unable to pay its debts
generally or having stopped or suspended (or threatened to do so) payments of
any debts generally, or ceased or threatened to cease carrying on all or any
part of its business which in any such case is material in the context of the
Wider Chelsfield Group taken as a whole; or
(m) entered into or made an offer to enter into any legally binding
agreement, contract or commitment or passed any resolution in general meeting to
sanction, approve or implement any such issue, merger, acquisition, disposal,
charge, transaction, agreement, contract or commitment as is referred to in this
sub-paragraph (ix); or
(n) made or agreed or consented to any material change to the terms
of any trust deed constituting any pension scheme 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 qualification for, or
accrual or entitlement to, such benefit or pension are calculated or determined
or to the basis on which the liabilities (including pensions) or any such
pension scheme is funded or made or agreed or consented to any change to the
trustees involving the appointment of a trust corporation;
(x) Duelguide not having discovered that, save as publicly announced by
Chelsfield (as defined in sub-paragraph (vii) above) before the date of
announcement of the Offer:
(a) any past or present member of the Wider Chelsfield Group has
not complied in a material respect with all applicable legislation or
regulations of any jurisdiction with regard to the use, treatment, keeping,
handling, disposal, discharge, spillage, transport, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or environmental matters with which non-compliance would be
likely to give rise to any liability (whether actual or contingent) or cost
(whether actual or contingent) on the part of any member of the Wider Chelsfield
Group which is material in the context of the Wider Chelsfield Group taken as a
whole;
(b) there has been a material emission, discharge, disposal,
spillage or leak of waste or hazardous substance or any substance likely to
impair the environment or harm human health on or from any land or other asset
now or previously owned, occupied or made use of by any past or present member
of the Wider Chelsfield Group which would be likely to give rise to any
liability or cost (whether actual or contingent) on the part of any member of
the Wider Chelsfield Group which is material in the context of the Wider
Chelsfield Group taken as a whole;
(c) there is or will be any liability (whether actual or
contingent) 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 Chelsfield Group under any environmental legislation, regulation, notice,
circular or order of any government, quasi-governmental, state or local
government, supra-national, statutory or regulatory body, court, agency or
association or any other person or body in any jurisdiction which is material in
the context of the Wider Chelsfield Group taken as a whole;
(d) circumstances exist (whether as a result of the making of the
Offer or otherwise) which would be likely to lead to any government,
quasi-governmental, state or local government, supra-national, statutory or
regulatory body, court, agency, association or any other person or body in any
jurisdiction instituting (or whereby any past or present member of the Wider
Chelsfield Group would be likely to be required to institute) an environmental
audit or take any steps which would in any such case be likely to result in any
actual or contingent liability to improve or install new plant or equipment or
make good, repair, reinstate or clean up any land or other asset now or
previously owned, occupied or made use of by any past or present member of the
Wider Chelsfield Group which is material in the context of the Wider Chelsfield
Group taken as a whole;
(e) circumstances exist whereby a person or class of persons would
be likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Wider Chelsfield Group, which
claim or claims would be likely to be material in the context of the Wider
Chelsfield Group taken as a whole;
(f) any financial, business or other information concerning the
Wider Chelsfield Group disclosed publicly at any time, or disclosed to Duelguide
or its advisers by any member of the Wider Chelsfield Group or its advisers,
either contained a material misrepresentation of fact or omitted to state a fact
necessary to make the information not materially misleading and which was not,
in the case of any such information publicly disclosed, corrected by subsequent
public announcement made on the London Stock Exchange before the date of the
announcement of the Offer or that any contingent liability disclosed in any such
information would or might materially and adversely affect, directly or
indirectly, the business, profits or prospects of the Wider Chelsfield Group;
(g) any partnership or company in which any member of the
Chelsfield Group has a significant economic interest and which is not a
subsidiary undertaking of Chelsfield is subject to any material liability,
contingent or otherwise, which is not disclosed in the audited accounts of
Chelsfield for the year ended 31 December 2002 and which is material in the
context of the Wider Chelsfield Group; and
(h) any information which materially affects (in the context of
Chelsfield Group as a whole) the import of any information disclosed by any
member of the Chelsfield Group to Duelguide.
Subject to the requirements of the Panel, Duelguide reserves the right to waive
in whole or in part all or any of the conditions (iii) to (x) inclusive.
Conditions (iii) to (x) inclusive if not waived (where permitted) must be
fulfilled within 21 days after the later of the First Closing Date and the date
on which condition (i) is fulfilled (or in each case such later date as the
Panel may agree), failing which the Offer will lapse.
Duelguide shall be under no obligation to waive or treat as fulfilled any of the
conditions (iii) to (x) inclusive by a date earlier than the date specified
above for the fulfillment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are as at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfillment.
If Duelguide is required by the Panel to make an offer for the Chelsfield Shares
under the provisions of Rule 9 of the City Code, Duelguide may make such
alterations to the conditions as are necessary to comply with the provisions of
Rule 9.
Except with the Panel's permission, the Offer will lapse if it or any matter
arising there from is referred to the Competition Commission, or if the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulations (EEC) 4064/89 or if, following a referral by the European Commission
under Article 9(1) of that Regulation to a competent authority in the United
Kingdom, there is a subsequent reference to the Competition Commission, in
either case before 3.00 p.m. on the First Closing Date or, if later, the date on
which the Offer becomes or is declared unconditional as to acceptances.
The conditions are inserted for the benefit of Duelguide and no Chelsfield
Shareholders shall be entitled to waive any of the conditions without the prior
consent of Duelguide.
The Offer will be subject to the applicable rules and regulations of the London
Stock Exchange and the Code. The Offer, elections made thereunder, all
acceptances made thereof or pursuant thereto, this document and the form of
acceptance and all contracts made pursuant thereto and action taken or deemed to
be taken or made under any of the foregoing shall be governed by and construed
in accordance with English law and are subject to the exclusive jurisdiction of
the courts of England and to the terms and conditions set out in the Appendices.
No parties other than Chelsfield Shareholders and Duelguide shall have any
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of the Offer.
If the Offer lapses for any reason, the Offer will cease to be capable of
further acceptance and Duelguide, Rothschild and accepting Chelsfield
Shareholders shall, upon the Offer lapsing, cease to be bound by any form of
acceptance delivered on or before the date on which the Offer lapses.
The Chelsfield Shares that are the subject of the Offer will be acquired fully
paid up and free from all liens, charges, equitable interests, encumbrances,
other interests, third party rights and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.
The Offer will not be made, directly or indirectly, in or into, the United
States of America, Canada, Australia or Japan.
Appendix II
Sources of Information and Basis of Calculations
General
Unless otherwise stated, the financial information relating to Chelsfield has
been extracted or derived, without material adjustment, from the Chelsfield
annual report and accounts for the year ended 31 December 2002 and the
Chelsfield interim report for the six months ended 30 June 2003.
The information relating to Duelguide has been supplied by the directors of
Duelguide.
Value of the Offer
The Offer (taking account of the waiver by certain Chelsfield Shareholders of 10
pence in cash per Chelsfield Share) will value the issued share capital of
Chelsfield at approximately #895.5 million, based on 282,643,583 Chelsfield
Shares being in issue (as sourced from Chelsfield's shareholder register as at
23 January 2004).
Share Prices
The market prices of Chelsfield Shares have been sourced from the London Stock
Exchange and represent the Closing Price on the relevant date.
The average Closing Price for Chelsfield Shares over the month and three months
immediately prior to and including 15 May 2003 has been derived from market
prices sourced from Datastream.
Date Price (pence)
Closing price on 23 January 2004 306
Closing price on 19 March 2003 212.5
Closing price on 15 May 2003 247
One month average price prior to 15 May 2003 225.5
Three months average price prior to 15 May 2003 219.5
Appendix III
Unaudited Adjusted Net Assets per Chelsfield Share
The table below sets out the calculation, for illustrative purposes only, of the
unaudited Adjusted Net Assets per Chelsfield Share as at 30 June 2003.
The Adjusted Net Assets per Chelsfield Share has been calculated to assist
Chelsfield Shareholders in their financial evaluation of the Offer since they
enable a comparison to be made between the Offer terms and the terms of previous
cash offers for certain other property companies.
Actual realisable values may differ from those stated due to a number of factors
including market fluctuations. Even if the realisable values were identical to
those stated, the Adjusted Net Assets are not estimates of the value of
Chelsfield on liquidation as this would have to take into account other matters
such as penalties on the prepayment of indebtedness and expenses relating to the
disposal of assets.
Notes # million
Unaudited consolidated net assets as at 30 June 2003 989.3
Uplift in value of developments, and properties held in joint venture (net
of taxation)
(i) 15.2
FRS 13 adjustment to restate financial assets and liabilities to fair value
(net of taxation)
(ii) (45.3)
Deferred taxation not provided on surplus on revaluation of investment
properties and operating assets
(iii) (117.0)
Proceeds from the exercise of outstanding 'in-the-money' share options
(iv) 4.9
Adjusted Net Assets 847.1
Fully diluted number of Chelsfield Shares (v) 283,666,276
Adjusted Net Assets per Chelsfield Share 298.6p
Notes
(i) The uplift in value of developments and properties held in joint venture (net of taxation) is
derived from the difference between the book value included in the unaudited financial
statements as at 30 June 2003 and the independent valuation carried out by DTZ Debenham Tie
Leung Limited (White City) and Montagu Evans (Paddington) as at 30 June 2003, adjusted for
third party interest in properties where relevant
# million
Potential revaluation surplus on White City 17.4
Potential revaluation surplus on Paddington (Chelsfield share) 4.3
Total potential revaluation surplus (Chelsfield share) 21.7
Less taxation at 30 per cent (6.5)
Total potential revaluation surplus net of taxation (Chelsfield share) 15.2
(ii) The fair value adjustment to financial assets and liabilities is reported in note 7 (iii) to
the unaudited interim accounts for the period ended 30 June 2003.
# million
Fair value adjustment (64.7)
Less taxation at 30 per cent 19.4
Fair value adjustment net of taxation (45.3)
(iii) Deferred taxation not provided for is reported in note 7 (ii) to the unaudited interim accounts
for the period ended 30 June 2003. The total contingent tax is as follows:
# million
Surplus on revaluation of investment properties (114.0)
Surplus on revaluation of operating assets (i.e. Wentworth) (3.0)
(117.0)
The estimated tax payable by Chelsfield in the event of a sale of the assets of Chelsfield
would be as set out above. The actual tax payable would depend on, inter alia, the timing and
method of disposals, the actual proceeds received and the applicable tax legislation at that
time.
(iv) Outstanding share options as at 30 June 2003
Number of options over Exercise price per share Proceeds (# million) New shares issued
ordinary shares (pence)
398,437 150.6 0.6 398,437
95,997 151.6 0.1 95,997
58,737 178.8 0.1 58,737
61,300 261.5 0.2 61,300
219,191 333.5 - -
924,138 333.5 - -
76,485 370.0 - -
76,485 370.0 - -
642,359 294.5 1.9 642,359
682,256 294.5 2.0 682,256
46,880 328.5 - -
46,880 328.5 - -
412,914 320.5 - -
412,906 320.5 - -
428,054 360.5 - -
428,036 360.5 - -
5,011,055 4.9 1,939,086
(v) Fully diluted number of Chelsfield Shares
Number
Shares in issue as at 30 June 2003 (excluding shares held in the Long Term 281,727,190
Incentive Plan not expected to vest)
Outstanding 'in-the-money' share options (see note (iv) above) 1,939,086
Fully diluted number of Chelsfield Shares 283,666,276
Appendix IV
Definitions
The following definitions apply throughout this announcement, unless the context
otherwise requires:
For the purposes of this announcement, subsidiary, subsidiary undertaking,
undertaking, associated undertaking have the meaning given by the Act (but for
this purpose ignoring paragraph 20(1)(b) of Schedule 4A to the Act).
"Act" or "Companies Act" the Companies Act 1985 (as amended)
"Adjusted Net Assets" the unaudited net assets of Chelsfield as at 30 June 2003,
adjusted for the items described in Appendix III
"Australia" the Commonwealth of Australia, its states, territories and
possessions
"business day" a day, not being a Saturday or Sunday, on which banks in the
City of London are typically open for business
"Canada" Canada, its provinces and territories and all areas subject
to its jurisdiction and any political subdivision thereof
"Cazenove" Cazenove & Co. Ltd
"CGI" Commerz Grundbesitz Investmentgesellschaft GmbH
"Chelsfield" or the "Company" Chelsfield plc, a company incorporated in England and Wales
under company number 02636872 and having its registered
office at 67 Brook Street, London W1K 4NJ
"Chelsfield Group" or the "Group" Chelsfield together with its subsidiaries and subsidiary
undertakings
"Chelsfield Share Option Holders" or "Option holders of options granted under the Chelsfield Share Option
Holders" Schemes
"Chelsfield Share Option Schemes" together the Executive Share Option Scheme, the Long Term
Incentive Plan and the Deferred Share Bonus Plan
"Chelsfield Share Options" the subsisting options held pursuant to the Chelsfield Share
Option Schemes
"Chelsfield Shareholders" or "Shareholders" holders of Chelsfield Shares
"Chelsfield Shares" or "Shares" the issued or unconditionally allotted and fully paid
ordinary shares of 20 pence each in the capital of Chelsfield
and any further such shares which are unconditionally
allotted and/or issued and fully paid (or credited as fully
paid) before the date on which the Offer closes (or such
earlier date(s) as Duelguide may, subject to the Code,
decide) including any such shares unconditionally allotted or
issued pursuant to the exercise of options issued or granted
under the Chelsfield Share Option Schemes
"Closing Price" the middle market quotation for the relevant share at the
close of trading on the relevant date
"Code" or "City Code" the City Code on Takeovers and Mergers
"Conditions" the conditions of the Offer set out in Appendix I to this
document and "Condition" means any of them
"Deferred Share Bonus Plan" the Chelsfield Deferred Share Bonus Plan
"Duelguide" Duelguide plc, a company registered in England and Wales
under company number 4918763 and having its registered office
at 1 Mitchell Lane, Bristol BS1 6BU, incorporated for the
purpose of making the Offer
"Duelguide DDBs" the deep discount bonds to be issued by Duelguide that form
part of the Duelguide Units
"Duelguide Finance" Duelguide Finance Limited, a company registered in England
and Wales under company number 4984236 and having its
registered office at 1 Mitchell Lane, Bristol BS1 6BU, being
a wholly owned subsidiary of Duelguide Mezzanine
"Duelguide Group" Duelguide and its subsidiaries and subsidiary undertakings
"Duelguide Mezzanine" Duelguide Mezzanine Limited, a company registered in England
and Wales under company number 5000643 and having its
registered office at 1 Mitchell Lane, Bristol BS1 6BU, being
a wholly owned subsidiary of Duelguide
"Duelguide Shares" ordinary shares of 0.5 pence each in the capital of Duelguide
"Duelguide Unit" a unit of 536.7970 pence in subscription value of Duelguide
DDBs and one Duelguide Share to be issued pursuant to the
Offer
"Equity Providers" Chelsfield International Limited, Aldersgate Investments
Limited, Uberior Ventures Limited, Multiplex Jersey Holdings
Limited and Ronald Stephen Barrott
"Executive Share Option Scheme" the Chelsfield plc 2000 Executive Share Option Scheme
"Existing Global Switch Facility" the credit facilities dated 13 February 2001 (as amended)
between, inter alios, Global Switch Amsterdam Property BV,
Echo Property Investments and The Royal Bank of Scotland plc
and the credit facility dated 31 August 2001 (as amended)
between, inter alios, Global Switch Sarl and Deutsche Bank AG
"Extraordinary General Meeting" the extraordinary general meeting of Chelsfield Shareholders
to be convened to approve the Management Arrangements, notice
of which will form part of the Offer Document
"First Closing Date" the first closing date of the Offer, as set out in the Offer
Document
"Fully Diluted Share Capital of Duelguide" or " 92,592,601 Duelguide Shares
Duelguide's Fully Diluted Share Capital"
"Global Switch Group" Global Switch Sarl together with its subsidiaries and
subsidiary undertakings
"Global Switch Limited Partnership" the limited partnership to be established pursuant to the
Morley Transaction
"Independent Directors" Sir Bruce Dugald MacPhail, Barrie John Webb, Michael Haviland
Adlington Broke and Michael Grabiner, being those directors
of Chelsfield who have been regarded as independent in
relation to the Offer for purposes of the Code
"Independent Shareholders" the Chelsfield Shareholders other than members of the
Management Team and Elliott Bernerd, or their connected
persons, and Duelguide in the event that Duelguide acquires
any Chelsfield Shares before the Extraordinary General
Meeting
"Japan" Japan, its cities and prefectures, territories and
possessions
"LIBOR" the rate per annum which appears on page 3750 of the Telerate
Screen which displays British Bankers' Association Interest
Settlement Rates (or, if such page or service shall cease to
be available, such other page or service (as the case may be)
for the purpose of displaying British Bankers' Association
Interest Settlement Rates as Duelguide may select) for
deposits in sterling for a period of six months at or about
1100 hours (London time) on the first business day of each
interest period (or if such day is not a business day, on the
next day which is a business day) or, if no such rate appears
on the relevant page referred to above, the rate per annum
(rounded upwards to the nearest four decimal places) at which
deposits in sterling for a period of six months are quoted by
any leading bank in the London Interbank Market chosen by
Duelguide at or about 1100 hours (London time) on the first
day of each interest period
"Loan Note Alternative" the alternative under which Chelsfield Shareholders who
validly accept the 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 Offer
"Loan Note Holder(s)" or "Noteholder(s) " holder(s) of Loan Notes
"Loan Note Instrument" the instrument constituting the Loan Notes to be executed by
Duelguide
"Loan Notes" the floating rate unsecured loan notes 2009 of Duelguide to
be issued pursuant to the Loan Note Alternative
"London Stock Exchange" London Stock Exchange plc
"Long Term Incentive Plan" the Chelsfield Long Term Incentive Plan
"Management Arrangements" the arrangements with the Management Team and CIL set out in
section 13 of this announcement
"Management Team" William Nigel Hugill, Robin Elliott Butler, David Phillips,
Damian Mark Alan Wisniewski and John Alan Huxley Anderson
"Merrill Lynch" Merrill Lynch International
"Morley Investors" Norwich Union Life & Pensions Limited, Commercial Union Life
Assurance Company Limited and CGNU Life Assurance Limited
"Morley Transaction" the transaction comprising (a) the investment into the Global
Switch Limited Partnership by Chelsfield and the Morley
Investors pursuant to a deed of contribution dated 15
September 2003 between, inter alia, Chelsfield and the Morley
Investors, (b) drawdown of the New Global Switch Facility,
(c) repayment in full of the Existing Global Switch Facility
and (d) the release of all guarantees granted by any member
of the Chelsfield Group in respect of the Existing Global
Switch Facility
"New Global Switch Facility" the credit facility dated 22 January 2004 between The Global
Switch Limited Partnership and Anglo Irish Bank PLC for the
purposes of refinancing the Existing Global Switch Facility
"Offer" the recommended offer to be made by Rothschild on behalf of
Duelguide to acquire the whole of the issued and to be issued
share capital of Chelsfield, other than those Chelsfield
Shares which Duelguide has contracted to acquire outside the
Offer, on the terms and subject to the conditions set out in
this announcement, the Offer Document and the accompanying
form of acceptance
"Offer Document" the document to be addressed to Chelsfield Shareholders
containing the Offer
"Offer Price" 320 pence for each Chelsfield Share
"Official List" the Daily Official List of the United Kingdom Listing
Authority
"Ordinary Resolution" the ordinary resolution to be proposed at the Extraordinary
General Meeting to approve the terms of the Management
Arrangements
"Overseas Shareholders" Chelsfield Shareholders residing outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Regulatory Information Service" any of the services set out in Schedule 12 of the Listing
Rules of the United Kingdom Listing Authority
"Rothschild" N M Rothschild & Sons Limited
"Shareholders' Agreement" the subscription and shareholders' agreement dated 23
January 2004 made between Sanford Holdings International
Limited (1), Chelsfield International Limited (2), Uberior
Ventures Limited (3), Aldersgate Investments Limited (4),
Multiplex Jersey Holdings Limited (5), Ronald Stephen Barrott
(6), William Nigel Hugill, Robin Elliott Butler, David
Phillips and Damian Mark Alan Wisniewski (7), Elliott Bernerd
(8) and Duelguide (9)
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"Unconditional Date" the date the Offer is declared or becomes unconditional in
all respects
"United States", "United States of America" or " the United States of America (including the states of the
USA" United States and District of Columbia), its possessions and
territories and all areas subject to its jurisdiction
"Unit Alternative" the alternative made available under the Offer by which
Chelsfield Shareholders who validly accept the Offer may
elect to receive Duelguide Units (subject to availability) in
lieu of all or part of the cash consideration to which they
would otherwise be entitled under the Offer
"US Securities Act" the United States Securities Act of 1933 (as amended)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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