On 26 January, 2004 Duelguide (a company established by Elliott Be…

On 26 January, 2004 Duelguide (a company established by Elliott Bernerd and certain other investors for the purpose of making the offer) and the Independent Directors of Chelsfield announced a recommended offer by Duelguide 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 is 320 pence per Chelsfield share, comprising 280 pence in cash and 40 pence in Duelguide Units, 35 pence of which is fully cash underwritten by certain Chelsfield shareholders and committed facilities. Chelsfield shareholders may therefore elect to receive up to 315 pence in cash plus 5 pence in Duelguide Units. Under a mix and match election, Chelsfield shareholders may also elect to receive, subject to scale back, up to 320 pence in Duelguide Units.

The offer values Chelsfield at approximately £895.5 million. Duelguide will assume Chelsfield’s net debt, which was approximately £968.7 million as at 30 June, 2003.

Slaughter and May advised NM Rothschild the financial advisers to the offeror Duelguide.

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