Offer Update
July 28 2003 - 2:03AM
UK Regulatory
RNS Number:0084O
Chelsea Village PLC
28 July 2003
Not for release or distribution in or into Australia, Canada, Japan or the
United States of America
28 July 2003
Recommended Mandatory Cash Offer
by
Citigroup
on behalf of
Chelsea Limited
for Chelsea Village plc
Level of Acceptances, Extension of Offer and Encouragement to Accept the Offer
Highlights
* Chelsea Limited now owns 158,926,900 Chelsea Village Shares, representing
approximately 93.75 per cent. of the existing issued ordinary share capital
of Chelsea Village
* As set out in the Offer Document, now that Chelsea Limited owns more than
75 per cent. of the issued share capital of Chelsea Village, application has
been made for the Chelsea Village Shares no longer to be traded on AIM. The
last day for dealings in Chelsea Village Shares is expected to be 22 August
2003. Thereafter:
* Chelsea Village will cease to be subject to the AIM Rules and Chelsea
Village Shareholders will have no public market through which they can
sell their shares
* There can be no guarantee for Chelsea Village Shareholders who do not
accept the Offer that they will be able to sell their Chelsea Village
Shares
* Chelsea Village will become a private company at which point Chelsea
Limited will be able to pass any shareholder resolutions of Chelsea
Village, including those resolutions relating to the operation and
structure of Chelsea Village, without (subject to the provisions of
the Companies Act) the approval of the Chelsea Village Shareholders
who do not accept the Offer
* It is highly unlikely that any future dividends will be declared or
paid to Chelsea Village Shareholders
* Given the considerable ongoing investment to be made in Chelsea
Football Club, significant future injections of capital are likely to
be required from Chelsea Village Shareholders. Failure to invest
capital in support of any such future share issuances will dilute the
interest of those Chelsea Village Shareholders who do not accept the
Offer
* The Offer has been extended and will remain open for acceptance by Chelsea
Village Shareholders until 3.00 p.m. on 26 August 2003. Chelsea Village
Shareholders are reminded that the Board unanimously recommended acceptance
of the 35p per share offer on 1 July 2003
* In response to various requests, Chelsea Village Shareholders who accept
the Offer can now elect to have their share certificate(s) returned to them
after their acceptance has been processed
* In addition, in recognition of shareholders' support of Chelsea Village
and Chelsea Football Club, Chelsea Village has decided to issue to all
Chelsea Village Shareholders who accept the Offer a limited edition
commemorative certificate signed in facsimile by current players and
coaching staff of Chelsea Football Club
* Other news:
* Chelsea Village has made an offer to purchase all of its #75,000,000
8.875 per cent. Eurobonds at 101% of their principal amount, plus
accrued interest, in accordance with the terms of such bonds
* Eugene Shvidler, who was appointed to the Board on 4 July 2003, has
indicated that he intends to resign and will be replaced on the Board
by Bruce Buck, a partner at the law firm Skadden, Arps, Slate,
Meagher & Flom LLP, legal advisers to Chelsea Limited
* Chelsea Limited notes the FSA inquiry announced on 24 July 2003 and
confirms that this inquiry has no impact on the Offer timetable
Enquiries:
Citigate Dewe Rogerson
Andy Cornelius 020 7638 9571
Citigroup
Simon Gluckstein 020 7986 4000
Citigroup is acting for Chelsea Limited and no-one else in connection with the
Offer and will not be responsible to anyone other than Chelsea Limited for
providing the protections afforded to customers of Citigroup or for giving
advice in relation to the Offer.
This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.
The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of the relevant jurisdictions. Such persons should inform
themselves about and observe any applicable requirements.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or of
any facilities of, a national securities exchange of Australia, Canada, Japan or
the United States and should not be accepted by any such use, means,
instrumentality or facilities from or within Australia, Canada, Japan or the
United States. Accordingly, copies of this announcement and any related
document(s) are not being, and should not be, mailed or otherwise forwarded,
distributed or sent in, into or from Australia, Canada, Japan or the United
States, including to Chelsea Village Shareholders with registered addresses in
Australia, Canada, Japan or the United States and persons receiving this
announcement (including custodians, nominees and trustees) who may have a
contractual or legal obligation or who may otherwise intend to forward this
announcement or any related document(s) must not mail or otherwise distribute or
send them in, into or from Australia, Canada, Japan or the United States and
doing so may render invalid any related purported acceptance of the Offer.
Further details in this regard are contained in the Offer Document.
Not for release or distribution in or into Australia, Canada, Japan or the
United States of America
Recommended Mandatory Cash Offer
by
Citigroup
on behalf of
Chelsea Limited
for Chelsea Village plc
Background
On 1 July 2003, the Boards of Chelsea Village and Chelsea Limited announced that
they had reached agreement on the terms of a recommended mandatory cash offer,
to be made by Citigroup on behalf of Chelsea Limited, to purchase the whole of
the issued and to be issued share capital of Chelsea Village not already owned
or contracted to be acquired by Chelsea Limited.
The Offer Document and a form to accept the Offer were posted to Chelsea Village
Shareholders on 4 July 2003.
Level of acceptances at the first closing date
Prior to making the Offer, Chelsea Limited had acquired or agreed to acquire,
in aggregate, 84,908,506 Chelsea Village Shares, representing approximately
50.09 per cent. of the existing issued ordinary share capital of Chelsea
Village. As at 3.00 p.m. on 25 July 2003, which was the first closing date of
the Offer, valid acceptances of the Offer had been received during the Offer
Period in respect of a further 74,018,394 Chelsea Village Shares, representing
approximately 43.66 per cent. of the existing issued ordinary share capital of
Chelsea Village.
Accordingly during the Offer Period and as at 3.00 p.m. on 25 July 2003, Chelsea
Limited had acquired or agreed to acquire, or received valid acceptances under
the Offer in respect of, in aggregate, 158,926,900 Chelsea Village Shares,
representing approximately 93.75 per cent. of the existing issued ordinary share
capital of Chelsea Village.
Save as disclosed in this announcement or the Offer Document, neither Chelsea
Limited, nor any persons acting or deemed to be acting in concert with Chelsea
Limited, held any Chelsea Village Shares (or rights over any Chelsea Village
Shares) prior to the Offer Period and neither Chelsea Limited nor any persons
acting or deemed to be acting in concert with Chelsea Limited, have acquired or
agreed to acquire any Chelsea Village Shares (or rights over any Chelsea Village
Shares) since the commencement of the Offer Period.
Regulatory clearances, listing and extension of the Offer
It was a term of the Offer that, if the acquisition of Chelsea Village was
referred to the Competition Commission before 3.00 p.m. on 25 July 2003, the
Offer would lapse. Since no such referral was made prior to such time, the
Offer has not lapsed and accepting Chelsea Village Shareholders will remain
bound by their acceptances.
An application has been made to cancel trading in Chelsea Village Shares on AIM
with effect from 8.00 a.m. on 23 August 2003. As a result, Chelsea Village
Shares will cease to be traded on AIM and the last day for dealings in Chelsea
Village Shares is expected to be 22 August 2003. Thereafter:
* Chelsea Village will cease to be subject to the AIM Rules and Chelsea
Village Shareholders will have no public market through which they can
sell their shares
* There can be no guarantee for Chelsea Village Shareholders who do not
accept the Offer that they will be able to sell their Chelsea Village
Shares
* Chelsea Village will become a private company at which point Chelsea
Limited will be able to pass any shareholder resolutions of Chelsea
Village, including those resolutions relating to the operation and
structure of Chelsea Village, without (subject to the provisions of
the Companies Act) the approval of the Chelsea Village Shareholders
who do not accept the Offer
* It is highly unlikely that any future dividends will be declared or
paid to Chelsea Village Shareholders
* Given the considerable ongoing investment to be made in Chelsea
Football Club, significant future injections of capital are likely to
be required from Chelsea Village Shareholders. Failure to invest
capital in support of any such future share issuances will dilute the
interest of those Chelsea Village Shareholders who do not accept the
Offer
The Offer has been extended and will remain open for acceptance by Chelsea
Village Shareholders until 3.00 p.m. on 26 August 2003. Chelsea Limited
reserves the right (but will not be obliged, other than as required by the
Panel) to further extend the Offer after such time.
As set out in the Offer Document, if Chelsea Limited receives acceptances under
the Offer in respect of 90 per cent. or more or the Chelsea Village Shares to
which the Offer relates for the purposes of sections 428 to 430F of the
Companies Act, Chelsea Limited intends to exercise its rights under those
sections to acquire compulsorily the remaining Chelsea Village Shares. As at
3.00 p.m. on 25 July 2003, valid acceptances of the Offer represented
approximately 87.49 per cent. of the Chelsea Village Shares to which the Offer
relates.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible and, in any event, by not
later than 3.00 p.m. on 26 August 2003.
Settlement and old certificates
The consideration payable to accepting Chelsea Village Shareholders who have
submitted an acceptance, complete in all respects, by 26 August 2003 will be
settled by the later of 8 August 2003 or 14 days after receipt of the
acceptance. The sooner acceptances are received, the sooner payment will be
made.
Some Chelsea Village Shareholders have indicated that they would like to keep
their share certificates as souvenirs. If a holder's shares are in certificated
form, the share certificate must be returned with the Form of Acceptance.
However, Chelsea Limited is giving accepting shareholders the option to elect to
have the certificate returned to them if they so wish. This same opportunity is
being extended to those shareholders who have already accepted the Offer.
In addition, in recognition of shareholders' support of Chelsea Village and
Chelsea Football Club, Chelsea Village has decided to issue to all Chelsea
Village Shareholders who accept the Offer a limited edition commemorative
certificate signed in facsimile by current players and coaching staff of Chelsea
Football Club.
Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUWONRORRBURR
