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RNS Number:0459N Chelsea Village PLC 01 July 2003 Not for release or distribution in or into Australia, Canada, Japan or the United States of America. 1 July, 2003 Recommended Mandatory Cash Offer by Citigroup on behalf of Chelsea Limited (the "Purchaser") for Chelsea Village plc Transaction Summary * The Purchaser announces today the terms of a recommended mandatory cash offer to be made on its behalf by Citigroup to acquire the issued ordinary share capital of Chelsea Village not already owned or contracted to be acquired by the Purchaser * The Purchaser today agreed to purchase at 35 pence per share 84,908,506 Chelsea Village Shares, representing approximately 50.09 per cent. of the entire issued share capital of Chelsea Village * The Offer, which will not be subject to any conditions, will be made for all of the ordinary shares of 1p each in Chelsea Village not already owned or contracted to be acquired by the Purchaser at a price of 35 pence in cash per share * The Offer values the entire issued share capital of Chelsea Village at approximately #59.3 million and represents a 15 per cent. premium to the closing middle market share price of a Chelsea Village Share of 30.5 pence on 30 June, 2003, the last business day before this announcement, as derived from the AIM Appendix to the Daily Official List, and a 54 per cent. premium to the average share price of a Chelsea Village Share in the one month prior to this announcement * The Purchaser is a newly incorporated English company which has been formed for the purpose of making the Offer and is, indirectly, wholly-owned by Roman Abramovich * Mr. Abramovich is a leading Russian businessman and one of the major shareholders in Sibneft, one of Russia's largest oil companies, and a keen follower of sport and international football. The funds required for the making of the Offer are being provided from Mr. Abramovich's own resources Commenting on the Offer, Roman Abramovich said: "We are delighted to agree this deal to acquire what is already one of the top clubs in Europe. We have the resources and ambition to achieve even more given the huge potential of this great club." Ken Bates, Chairman of Chelsea Village, said: "This is a great deal for Chelsea Village, the club and its fans. We have achieved an enormous amount over the past 21 years building a fantastic new stadium and a talented team which is firmly established as one of the top clubs in Europe. In today's highly competitive football market, the club will benefit from a new owner with deeper pockets to move Chelsea to the next level. I look forward to working with Roman Abramovich to achieve even greater things." Press Enquiries Purchaser Eugene Tenenbaum 01932 268 268 Citigroup 020 7986 4000 Robert Swannell Simon Gluckstein Citigate Dewe Rogerson 020 7638 9571 Jonathan Clare Andy Cornelius Chelsea Village 020 7385 5545 Ken Bates Chairman Trevor Birch Chief Executive Seymour Pierce 020 7107 8000 Richard Feigen Jonathan Wright Citigroup, which is regulated in the United Kingdom by the Financial Services Authority, is acting for the Purchaser and no-one else in connection with the Offer and will not be responsible to anyone other than the Purchaser for providing the protections afforded to customers of Citigroup nor for giving advice in relation to the Offer. Seymour Pierce, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Chelsea Village and no-one else in connection with the Offer and will not be responsible to anyone other than Chelsea Village for providing the protections afforded to customers of Seymour Pierce nor 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. This announcement is published on behalf of the Purchaser and has been approved by Citigroup solely for the purposes of section 21 of the Financial Services and Markets Act 2000. 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 will not be made, directly or indirectly, in or into, or by use of the mails or any other means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of, a national securities exchange of Australia, Canada, Japan or the United States of America and will not be capable of acceptance by any such use, means, instrumentality or facilities or from within Australia, Canada, Japan or the United States of America. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from Australia, Canada, Japan or the United States of America and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from Australia, Canada, Japan or the United States of America. Doing so may render invalid any related purported acceptance. This summary should be read in conjunction with the full text of this announcement. Appendix I of this announcement contains definitions of certain expressions used in this announcement. Not for release or distribution in or into Australia, Canada, Japan or the United States of America. 1 July, 2003 Recommended Mandatory Cash Offer by Citigroup on behalf of Chelsea Limited (the "Purchaser") for Chelsea Village plc Introduction The Boards of the Purchaser and Chelsea Village plc announce the terms of a recommended mandatory cash offer to be made by Citigroup on behalf of the Purchaser in accordance with Rule 9 of the Code for the issued share capital of Chelsea Village not already owned or contracted to be acquired by the Purchaser. The Offer values each Chelsea Village Share at 35 pence and Chelsea Village's entire issued share capital at approximately #59.3 million. The Purchaser has today agreed to purchase at 35 pence per share 84,908,506 Chelsea Village Shares, including 50,000,000 Chelsea Village Shares of which the Chairman of Chelsea Village, Ken Bates, is the beneficial owner, which purchases will result in the Purchaser holding an interest in Chelsea Village representing 50.09 per cent. of Chelsea Village's ordinary share capital and in the Purchaser agreeing to extend an offer to Chelsea Village Shareholders in accordance with Rule 9 of the Code. The Offer will be wholly unconditional as the Chelsea Village Shares being acquired by the Purchaser will carry more than 50 per cent. of the voting rights normally exercisable at general meetings of Chelsea Village. The Purchaser is a newly incorporated English company which has been formed for the purpose of making the Offer and is, indirectly, wholly-owned by Roman Abramovich. The Offer The Offer will be made on, and subject to, the terms set out below and to be set out in the Offer Document and the Form of Acceptance. The Offer will be made for all of the ordinary shares of 1p each in Chelsea Village, other than such shares which the Purchaser already owns or has contracted to acquire, on the following basis: for each Chelsea Village Share 35 pence in cash The Offer values the entire issued share capital of Chelsea Village at approximately #59.3 million and represents a 15 per cent. premium to the closing middle market share price of a Chelsea Village Share of 30.5 pence on 30 June, 2003, the last business day before this announcement, as derived from the AIM Appendix to the Daily Official List, and a 54 per cent. premium to the average share price of a Chelsea Village Share in the one month prior to this announcement. The Offer will extend to all existing issued Chelsea Village Shares not already owned or contracted to be acquired by the Purchaser and to any Chelsea Village Shares which are unconditionally allotted or issued while the Offer remains open for acceptance and will remain open for acceptance until 3.00 p.m. on the twenty first day after the posting of the Offer Document, or (if that day is a Saturday, Sunday or a public holiday) on the next succeeding business day (or such earlier date, not (without the consent of the Panel) being earlier than the first closing date of the Offer, as the Purchaser may decide). The Chelsea Village Shares to be acquired pursuant to the Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances and other third party interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including, without limitation, the right to receive and retain all dividends and other distributions declared, made or paid on or after 30 June, 2003. Recommendation The Board of Chelsea Village, which has been so advised by Seymour Pierce, considers the terms of the Offer to be fair and reasonable and, accordingly, will recommend all Chelsea Village Shareholders to accept the Offer. In providing advice to the Board, Seymour Pierce has taken into account the commercial assessments of the Board of Chelsea Village. Information on the Purchaser The Purchaser is a company incorporated in England which is, indirectly, wholly-owned by Roman Abramovich. The Purchaser has been established for the purposes of making the Offer and, other than matters related to the making of the Offer, has not engaged in any other activity. The funds required for the making of the Offer are being provided from Mr. Abramovich's own resources. Mr. Abramovich, aged 36, is a leading Russian businessman. Having received a legal degree from Moscow State Law Academy, he worked as director of the Moscow offices of Sibneft, the fifth largest Russian oil producer, and was elected to Sibneft's board of directors in September 1996, a position he held until 2000. In 1999, he was elected to the lower house of the Russian parliament, the State Duma. In 2000, he joined the Duma's Committee on Northern and Far East Issues, and later that year founded the charity Pole of Hope to conduct projects in Chukotka in north east Russia. In January 2001, he was inaugurated as governor of Chukotka. Mr. Abramovich is one of the major shareholders in Sibneft. In May 2003, Sibneft announced a merger with Yukos Oil, Russia's second largest oil producer, to create Russia's largest, and the world's fourth largest, oil producer. Following completion of the merger, Mr. Abramovich will be one of the largest shareholders in the combined entity. Information on Chelsea Village Chelsea Village is the holding company for a diverse range of leisure interests centred around a leading professional football club, Chelsea Football Club. In addition to professional football, the Company's interests encompass merchandising / retailing, catering, corporate hospitality, media and communications, hotel and restaurant businesses, travel, property and various other football-related activities. For the year ended 30 June, 2002, Chelsea Village reported a loss on ordinary activities after tax and minority interests of #16.6 million (2001: loss of #11.1 million) on turnover of #115.3 million (2001: #93.6 million). As at 30 June, 2002, Chelsea Village had consolidated net assets of #83.4 million (2001: #94.2 million). For the six months ended 31 December, 2002, Chelsea Village reported a loss on ordinary activities after tax and minority interests of #11.3 million (2001: loss of #4.1 million) on a turnover of #53.6 million (2001: #57.2 million). As at 31 December, 2002, Chelsea Village had consolidated net assets of #90.3 million (2001: #72.1 million). Background to the Offer Chelsea Football Club is one of England's leading football clubs with a longstanding record of playing success as evidenced most recently by its qualification for the 2003/04 UEFA Champions' League. In addition, Chelsea Football Club has developed a powerful brand synonymous with the worldwide popularity of the English Premiership which the Company has leveraged across a range of products and media. Roman Abramovich has had a lifetime's interest in sport and has owned a successful Russian ice hockey team for a number of years. He has also had a long-held ambition to own one of Europe's leading football teams. In this regard, Mr. Abramovich believes that Chelsea Football Club combines a tradition of footballing excellence with the potential for further advancement and believes that the incremental financial resources he can offer will assist Chelsea Football Club in achieving further playing success in both English and European competition. Reasons for the Offer The Purchaser has today agreed to purchase 84,908,506 Chelsea Village Shares, including 50,000,000 Chelsea Village Shares of which the Chairman of Chelsea Village, Ken Bates, is the beneficial owner, which purchases will result in the Purchaser holding an interest in Chelsea Village representing 50.09 per cent. of Chelsea Village's ordinary share capital. Rule 9 of the Code requires a person who acquires shares or rights over shares amounting to 30 per cent. or more of a public company to make a mandatory cash offer in accordance with the terms of Rule 9. Accordingly, the agreement to purchase 84,908,506 Chelsea Village Shares as detailed above has triggered the obligation on the Purchaser to make the Offer. As the Offer will be mandatory under Rule 9 of the Code, and as the Purchaser will own more than 50 per cent. of Chelsea Village's issued ordinary share capital, the Offer will be unconditional. Directors and Employees The Purchaser has given assurances to the Board of Chelsea Village that it will fully safeguard the existing contractual and statutory employment rights, including pension rights, of all Chelsea Village employees as required by applicable law. Compulsory Acquisition and De-Listing If the Purchaser receives acceptances under the Offer which, when aggregated with the Chelsea Village Shares already owned or contracted to be acquired by the Purchaser, represent 75 per cent. or more of the Chelsea Village Shares, the Purchaser intends to take all necessary steps under the relevant provisions of the Companies Act to re-register Chelsea Village as a private limited company. Furthermore, the Purchaser intends to procure the making of an application by Chelsea Village for the cancellation of the trading of the Chelsea Village Shares on the Alternative Investment Market of the London Stock Exchange. In addition, if the Purchaser receives acceptances under the Offer in respect of 90 per cent. or more of the Chelsea Village Shares to which the Offer relates for the purposes of sections 428 to 430F of the Companies Act, the Purchaser intends to exercise its rights under those sections to acquire compulsorily the remaining Chelsea Village Shares. Further Terms of the Offer The Offer will lapse if the acquisition of Chelsea Village is referred to the Competition Commission before 3.00 pm (London time) on the first closing date of the Offer. In such circumstances, the Offer will cease to be capable of further acceptance and the Purchaser and accepting Chelsea Village Shareholders shall thereupon cease to be bound by acceptances submitted at or before the time when the Offer so lapses. Disclosure of Interests in Chelsea Village Save for the shareholdings of the Purchaser in Chelsea Village as described above, neither the Purchaser nor any of the directors of the Purchaser nor so far as the Purchaser is aware, any person acting in concert with the Purchaser, owns or controls any Chelsea Village Shares or holds any options to purchase Chelsea Village Shares. Financing of the Offer Full acceptance of the Offer would involve payment of a consideration of approximately #29.6 million in cash. Citigroup is satisfied that, after reasonable enquiry, resources are available to the Purchaser sufficient to satisfy full acceptance of the Offer. General The formal Offer Document, containing a letter of recommendation from the Chairman of Chelsea Village and the further terms of the Offer, and the Form of Acceptance, will be dispatched by Citigroup, on behalf of the Purchaser, as soon as is practical. APPENDIX I DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: "Australia" the Commonwealth of Australia and its dependent territories "business day" a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London "Board" the board of directors of Chelsea Village or the Purchaser, as the case may be "Chelsea Village" Chelsea Village plc "Chelsea Village Shareholders" holders of Chelsea Village Shares "Chelsea Village Shares" ordinary shares of 1p each in the share capital of Chelsea Village "Citigroup" Citigroup Global Markets Limited "Code" The City Code on Takeovers and Mergers "Companies Act" the Companies Act 1985 "Form of Acceptance" the form of acceptance for use in connection with the Offer "Japan" Japan, its cities, prefectures, territories and possessions "London Stock Exchange" London Stock Exchange plc "Offer" the recommended mandatory cash offer, to be made by Citigroup on behalf of the Purchaser, for the whole of the issued and to be issued share capital of Chelsea Village, on the terms and subject to the conditions to be set out in the Offer Document and in the accompanying Form of Acceptance, including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer "Offer Document" the document to be addressed to Chelsea Village Shareholders containing the Offer "Offer Price" 35 pence in cash for each Chelsea Village Share "Purchaser" Chelsea Limited "Panel" the Panel on Takeovers and Mergers of the United Kingdom "Seymour Pierce" Seymour Pierce Limited "UK" the United Kingdom of Great Britain and Northern Ireland "US" or "United States" the United States of America, its territories and possessions, any State of the United States of America and the District of Colombia, and all other areas subject to its jurisdiction This information is provided by RNS The company news service from the London Stock Exchange END OFFUUUQUMUPWPGG
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