Offer Update

RNS Number:8573M
Phoenix Acquisitions Limited
27 June 2003

Recommended Offer by Phoenix Acquisitions Limited ("PAL") for Chesterton
International PLC  ("Chesterton" or the "Company")

Offer Declared Unconditional in all Respects; Acceptance Levels at Fourth
Closing Date.

Offer Declared Unconditional in all Respects


The Board of PAL hereby announces that the Offer has been declared unconditional
in all respects.

The Offer will remain open for acceptance until further notice. To accept the
Offer, Chesterton Shareholders should complete the Form of Acceptance as soon as
possible and return it in accordance with the instructions printed thereon.
Chesterton Shareholders who hold some or all of their shares in uncertificated
form (that is, in CREST) should contact their CREST sponsor and follow the
instructions set out in the Offer Document.

Settlement of the consideration due under the Offer of 12 pence per Chesterton
Share will be made, in relation to acceptances received by 3:00 p.m. on 26 June
2003 which are complete in all respects, within the next fourteen days, that is
by 10 July 2003.

Settlement of the consideration due under the Offer in respect of acceptances
complete in all respects which are received after this time and date and whilst
the Offer remains open for acceptance, will be made within fourteen days of
receipt of such acceptance.  Chesterton Shareholders are therefore urged to
complete and return their Form of Acceptance (or CREST instructions as
appropriate) as soon as possible.

PAL now intends to procure that Chesterton makes an application for the
cancellation of both the trading facility in Cheseterton Shares on the London
Stock Exchange and the listing of Chesterton Shares on the Official List. PAL
will also seek to re-register Chesterton as a private company.  It is intended
that such cancellation will take effect no earlier than 24 July 2003, being
twenty business days after the Offer has been declared unconditional in all
respects.  Such cancellation would significantly reduce the liquidity and
marketability of Chesterton Shares not assented to the Offer.

The shareholders of PAL are Mr Jafari-Fini, Resurge plc and Phoenix Holdings
Partners LLC, a special purpose investment vehicle wholly owned by the
independent global investment group Babcock & Brown.


Acceptance Levels

As at 3:00 pm on 26 June 2003, valid acceptances in relation to the Offer have
been received in respect of a total of 66,989,558 Chesterton Shares,
representing approximately 79.18 per cent. of the current issued share capital
of Chesterton.

Of these acceptances, a total of 35,008,194 Chesterton Shares, representing
approximately 41.4 per cent. of the current issued share capital of Chesterton
have been received from all persons who have irrevocably undertaken to accept
the Offer.

Save for the 9,569,565 Chesterton Shares held by Mr Jafari-Fini and the 8,150
Chesterton Shares held by David Carter (all of which have been validly assented
to the Offer and are included in the total number of acceptances above), neither
PAL nor any person acting in concert or deemed to be acting in concert with it
for the purpose of the Offer held any Chesterton Shares prior to 31 May 2002,
the date on which Chesterton first announced that it had received preliminary
approaches that may or may not lead to an offer for the Company.

Save for the Chesterton Shares subject to the irrevocable undertakings referred
to above, during the Offer Period neither PAL nor any person acting in concert
or deemed to be acting in concert with it for the purpose of the Offer has
acquired or agreed to acquire any Chesterton Shares.

Terms defined in this announcement have the same meanings as set out in the
Offer Document unless the context requires otherwise.


Enquiries
Phoenix Acquisitions Limited                                   020 7466 5000
Mohammad Jafari-Fini
Richard Darby (Buchanan Communications)


Deloitte & Touche Corporate Finance                            020 7936 3000
Robin Binks


The directors of PAL accept responsibility for the information contained in this
announcement.  To the best of the knowledge and belief of the directors of PAL
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.

This announcement has been approved by Deloitte & Touche Corporate Finance
solely for the purposes of section 21 of the Financial Services and Markets Act
2000.  It does not constitute an offer or an invitation to purchase or subscribe
for any securities.

Deloitte & Touche Corporate Finance is a division of Deloitte & Touche, which is
authorised and regulated by the Financial Services Authority in respect of
regulated activities.  Deloitte & Touche Corporate Finance is acting exclusively
for PAL and no-one else in connection with the Offer and will not be responsible
to anyone other than PAL for providing the protections afforded to clients of
Deloitte & Touche Corporate Finance or for providing advice in relation to the
Offer.  Deloitte & Touche can be contacted at its principal office: Stonecutter
Court, 1 Stonecutter Street, London EC4A 4TR.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

OUPNKAKDDBKBDAB