RNS Number:9127P
Golf Club Holdings PLC
24 August 2000
Part 1
GOLF CLUB HOLDINGS PLC
- Acquisition of a controlling interest by SportsAssets
(International) Limited
- Buy-back of all outstanding Preference Shares -
- Jeff Chapman to become Chairman -
- Change of name to Crown Sports PLC -
- Interim Results -
Golf Club Holdings PLC ("GCH" or the Company"), the
owner, developer and operator of golf and country clubs,
is pleased to announce proposals involving the
elimination of the Company's Preference Shares and the
acquisition of a controlling interest by SportsAssets
(International) Limited ("SportsAssets (International)").
SportsAssets (International) is a company connected to
Jeff Chapman, the former chairman of Sportsworld Media
Group plc.
Details of the Proposals
- Subscription by SportsAssets (International) for
13,953,623 new Ordinary Shares at a subscription price of
22.5p per share so as to raise #3,139,565.
- Purchase by the Company of all of its 3,139,565
outstanding Preference Shares for a consideration
comprising #1 per share in cash and the issue of warrants
to subscribe for new Ordinary Shares at 25p per share
- Issue of 1,003,090 Ordinary Shares to Preference
Shareholders in lieu of accrued preferential dividends.
- Offer by Beeson Gregory on behalf of SportsAssets
(International) to acquire all of the Ordinary Shares at
25p per share in cash.
- Retention by existing shareholders (including
directors) of a substantial interest in the Company.
Key Points
- Following implementation of the Proposals, the
Company intends to continue its current strategy of
developing its existing assets and acquiring further golf
clubs.
- For the future, development of a multiplicity of
revenue earning activities in the sports and leisure
industry will be a key element of the Group's focus.
- The Company is proposing to change its name to Crown
Sports PLC.
- Jeff Chapman is to become chairman, Martin Knight,
currently chairman is to become deputy chairman, Allan
Tait and John Weir will remain executive directors, with
Hugh Dixon standing down as a director.
- Following implementation of the Proposals the
Company's shares will continue to be traded on AIM.
- Interim results for the six months ended 2 July
2000:
- club turnover up 25% at #3.5m
- club operating profit up 36% to #676,787
- club membership up 21%
- number of rounds played up 55%
Commenting on the Proposals, Jeff Chapman, said:
"GCH is an excellent company and provides a strong
foundation of assets, revenue and profits on which we aim
to build a large, broadly based sports and leisure
business with a variety of revenue earning activities."
Martin Knight, said:
"I am delighted Jeff has decided to join GCH. His
undoubted expertise, contacts and track record will give
us a new and strong impetus to help us achieve our longer
term ambitions. He has many exciting ideas for the
future."
For further information, contact:
Martin Knight, Golf Club Holdings PLC
020 7491 4652
Mark Edwards, Buchanan Communications
020 7466 5000
This summary should be read in conjunction with the full
text of this press release. Appendix IV contains the
definitions of terms used in this summary and in the
press release.
Beeson Gregory, which is regulated in the UK by The
Securities and Futures Authority Limited, is acting for
SportsAssets (International) and for no one else in
connection with the Offer and will not be responsible to
anyone other than SportsAssets (International) for
providing the protections afforded to the customers of
Beeson Gregory or for providing advice in relation to the
Offer or any other matter referred to herein.
Grant Thornton, which is regulated in the UK by the
Institute of Chartered Accountants in England and Wales,
is acting for GCH and for no one else in connection with
the Offer and will not be responsible to anyone other
than GCH for providing the protections afforded to
customers of Grant Thornton or for providing advice in
relation to the Offer or any other matter referred to
herein.
The availability of the Offer to persons not resident in
the UK may be affected by the laws of the relevant
jurisdiction. Persons who are not resident in the UK
should inform themselves about and observe any applicable
requirements.
The Offer will not be made, directly or indirectly, in or
into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation,
telephonically or electronically) of interstate or
foreign commerce of, or any facility of a national
securities exchange of, the United States, Canada,
Australia, or Japan and the Offer should not be accepted
by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or
Japan. Doing so may render invalid any purported
acceptance of the Offer. Accordingly, neither this press
release, the Offer Document nor the Form of Acceptance
are being, and they must not be, mailed or otherwise
distributed or sent in, into or from the United States,
Canada, Australia or Japan.
The directors of SportsAssets (International), whose
names will appear in the Offer Document, and Jeff Chapman
accept responsibility for the information contained in
this press release relating to SportsAssets
(International) and Jeff Chapman. To the best of the
knowledge and belief of the directors of SportsAssets
(International) and Jeff Chapman (who have taken all
reasonable care to ensure that such is the case), the
information contained in this press release for which
they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of
such information.
The directors of GCH, whose names will appear in the
Offer Document, accept responsibility for the information
contained in this press release other than that relating
to SportsAssets (International) and Jeff Chapman. To the
best of the knowledge and belief of the directors of GCH
(who have taken all reasonable care to ensure that such
is the case), the information contained in this press
release for which they are responsible is in accordance
with the facts and does not omit anything likely to
affect the import of such information.
GOLF CLUB HOLDINGS PLC
- Acquisition of a controlling interest by SportsAssets
(International) Limited
- Buy-back of all outstanding Preference Shares -
- Jeff Chapman to become Chairman -
- Change of name to Crown Sports PLC -
- Interim Results -
Introduction
The directors of GCH today announced proposals involving
the elimination of the Company's outstanding Preference
Shares through the Share Buy-back and the acquisition by
SportsAssets (International) of a controlling interest in
the Company. This acquisition will be effected partly
through the issue of new Ordinary Shares to SportsAssets
(International) pursuant to the Subscription and partly
through the acquisition by SportsAssets (International)
of Ordinary Shares pursuant to the Offer. The proceeds
of the Subscription will be used to fund the cash
consideration payable in connection with the purchase by
the Company of all the outstanding Preference Shares.
Background to and reasons for the Offer
During the course of 1999, the Company made significant
progress in implementing its strategy of adding golf
clubs to the Group's portfolio and in the development of
the assets within that portfolio through the addition of
extra facilities. However, following discussions with the
Company's advisers, the Directors concluded that the
continued existence of the Preference Shares would,
having regard to the coupon payable on them, be a major
obstacle to the attraction of new investors into the
Company and therefore represented a significant
constraint on the future development of the Group.
Accordingly, the Directors came to the view that, in
order to build on the success of 1999 and to take the
Group to the next stage of its development, it was
desirable to eliminate the Preference Shares.
Action to achieve this was taken earlier this year with
the purchase by the Company of 1,250,000 Preference
Shares. Since then, the Directors have focused their
attention on the means by which the balance of the
Preference Shares could be eliminated and, in this
connection, entered into discussions with a number of
parties, including SportsAssets (International). During
the course of these discussions, it became apparent that
Dor Knock, currently the Company's principal shareholder,
wished to realise its investment in the Company in its
entirety and that certain of the other principal
shareholders in the Company wished to realise part of
their investment. Equally, it was clear that SportsAssets
(International) was keen to make a major investment in
the Company and to participate in the future development
of the Group.
These discussions have now culminated in the Proposals
which involve the elimination of all the outstanding
Preference Shares through the Share Buy-back and the
acquisition by SportsAssets (International) of a
controlling interest in the Company. The acquisition of
this interest will be effected partly through the issue
of new Ordinary Shares to SportsAssets (International)
pursuant to the Subscription and partly through the
acquisition by SportsAssets (International) of Ordinary
Shares pursuant to the Offer. The proceeds of the
Subscription will be used to fund the cash consideration
payable in connection with the purchase by the Company of
the Preference Shares.
Future strategy
Following implementation of the Proposals, the Company
intends to continue to pursue its current strategy of
developing the existing golf clubs within the Group's
portfolio. In particular, proposals are well advanced for
the addition of health and fitness units at a number of
the clubs, the building of holiday lodges on land owned
by the Group and the broader usage of clubhouse buildings
so as to generate incremental income. In addition, it is
also intended to seek to expand and broaden the Group
through acquisition. These acquisitions may be of further
golf clubs or of other assets in the sports and leisure
industry. The development of a multiplicity of revenue-
earning activities in the sports and leisure industry
will be a key element of the Group's focus in the future.
Information on SportsAssets (International)
SportsAssets (International) is a limited company
registered in Gibraltar and was incorporated on 15 June
2000. It is wholly owned by Soverign Trust International
Limited as trustee for the Chapman Superannuation Fund
Scheme, the sole member of which is Jeff Chapman. Jeff
Chapman is a Fellow of the Australian Society of
Accountants and has a record of identifying business
opportunities in the sports and leisure industry. Until
recently, he was chairman of Sportsworld Media Group plc,
a company listed on the Stock Exchange.
Further information on SportsAssets (International), the
Chapman Superannuation Fund Scheme and Jeff Chapman is
set out in Appendix III of this press release.
Outline of the Proposals
The Proposals involve the following key elements:
- the subscription by SportsAssets (International)
for 13,953,623 new Ordinary Shares at a
subscription price of 22.5p per share so as to raise
#3,139,565 for the Company;
- the purchase by the Company of all of its
3,139,565 outstanding Preference Shares for a
consideration comprising #1 per share in cash and the
issue of warrants to subscribe for new Ordinary
Shares at 25p per share;
- the issue of 1,003,090 new Ordinary Shares at an
issue price of 25p per share to Preference
Shareholders in lieu of accrued preferential dividends;
and
- the offer by Beeson Gregory on behalf of
SportsAssets (International) to acquire all of the
GCH Shares.
The Offer
Under the terms of the Offer, SportsAssets
(International) is offering to acquire GCH Shares at 25p
per share in cash. The Offer is conditional inter alia
upon:
(a) the Subscription becoming unconditional in all
respects and being completed; and
(b) SportsAssets (International) receiving valid
acceptances of the Offer in respect of the GCH Shares
which are the subject of the Irrevocable Undertakings
referred to below.
The conditions of the Offer are set out in full in
Appendix I.
The Subscription is conditional upon the passing of
special resolutions at the EGM authorising the
Subscription and the Share Buy-back, the admission of the
new Ordinary Shares to be issued pursuant to the
Subscription to trading on AIM and the Irrevocable
Undertakings remaining in full force and effect and
having been performed in accordance with their respective
terms and none of the matters referred to in paragraphs
(c), (d) and (e) of Part A of Appendix I to this press
release having occurred prior to such admission.
Certain shareholders (including certain Directors and
their family interests) holding in aggregate 46,418,221
GCH Shares (including the GCH Shares proposed to be
issued in lieu of the accrued dividend on the Preference
Shares referred to above) have irrevocably undertaken to
accept the Offer in respect of 24,336,079 GCH Shares and
not to accept the Offer in respect of the balance (if
any) of their respective holdings.
As a result, following the Subscription and assuming no
acceptances of the Offer other than pursuant to the
Irrevocable Undertakings and that no share options are
exercised, SportsAssets (International) will hold
38,289,702 Ordinary Shares, representing 59.61 per cent.
of the enlarged issued ordinary share capital of the
Company.
Following the Offer and implementation of the other
Proposals, the Ordinary Shares will continue to be traded
on AIM.
Intentions of Directors and principal shareholders
Allan Tait and Hugh Dixon (and his family interests) will
be accepting the Offer in respect of part of their
respective shareholdings in the Company but will be
retaining a significant interest in the Company following
implementation of the Proposals. John Weir, who is
currently beneficially interested in 295,376 Ordinary
Shares, will be retaining his entire shareholding in the
Company.
Dor Knock has decided to realise its investment in the
Company in its entirety. However, EGCIL will only be
accepting the Offer in respect of the new Ordinary Shares
to be issued to it in lieu of the accrued preferential
dividend as referred to above and will be retaining the
whole of its current holding of Ordinary Shares.
Accordingly, EGCIL will, following implementation of the
Proposals, continue to have a substantial interest in the
Company.
The directors of GCH have decided to retain an interest
in the Company since they consider the prospects of the
Group with SportsAssets (International) as a major
investor committed to the future development and
expansion of the Group to be exciting. GCH Shareholders
who also wish to participate in the future development of
the Group have the opportunity to do so by retaining some
or all of their Ordinary Shares.
GCH Shareholders should, however, note that, following
implementation of the Proposals and assuming no
acceptances of the Offer other than pursuant to the
Irrevocable Undertakings and that no share options are
exercised, SportsAssets (International) will have a
controlling interest in the Company. In addition, there
can be no guarantee that it will be possible successfully
to implement the Group's proposed development strategy.
Accordingly, GCH Shareholders who do not wish to be
exposed to this controlling interest or the uncertainty
inherent in a continued investment in the Company should
avail themselves of the opportunity to realise their
investment in the Company by selling their shareholdings
pursuant to the Offer at 25p per share, a value which the
directors of GCH consider to be fair and reasonable.
Recommendation
The directors of GCH, who have been so advised by Grant
Thornton, consider the terms of the Offer to be fair and
reasonable. The directors of GCH, who are beneficially
interested in 18,207,376 Ordinary Shares (including, for
this purpose, the new Ordinary Shares proposed to be
issued in lieu of the accrued dividend on the Preference
Shares as referred to above), have undertaken to accept
the Offer in respect of 6,412,000 Ordinary Shares
(representing 9.99 per cent. of the enlarged issued
ordinary share capital of the Company) and will be
retaining the balance of their respective shareholdings
amounting in aggregate to 11,795,376 Ordinary Shares
(representing 18.36 per cent. of the enlarged issued
ordinary share capital of the Company). The directors of
GCH have decided to retain an interest in the Company
since they consider the prospects of the Group with
SportsAssets (International) as a major investor
committed to the future development and expansion of the
Group to be exciting. However, GCH Shareholders must
decide for themselves whether, having regard to
SportsAssets (International)'s controlling interest and
the uncertainty inherent in a continued investment in the
Company, they also wish to participate in the future
development of the Group by retaining some or all of
their Ordinary Shares or whether, in the light of the
factors referred to above, they wish to realise their
investment in the Company by accepting the Offer which,
at 25p per share, is at a value the directors of GCH
consider to be fair and reasonable.
In providing its advice, Grant Thornton has taken into
account the commercial assessments of the directors of
GCH.
Composition of the Board
On completion of the Proposals, Jeff Chapman will be
appointed chairman of GCH and Martin Knight will become
deputy chairman. John Weir and Allan Tait will continue
as directors with Hugh Dixon standing down as a director.
Information on the GCH Group
GCH is the holding company of a group which owns and
operates golf and country clubs in the UK. The GCH
Group's current portfolio comprises:
- Wickham Park Golf Club, Fareham, Hampshire
- The Chase Golf Club, Cannock, Staffordshire
- The Vale Golf and Country Club, Evesham,
Worcestershire
- Batchworth Park Golf Club, Rickmansworth,
Hertfordshire
- Vale Royal Abbey Golf Club, Northwich, Cheshire
- South Winchester Golf Club, Winchester, Hampshire
The Group also has contracts to manage two other golf
clubs - the Lambourne Golf Club and Eccleston Park Golf
Club. The Company's Ordinary Shares have been traded on
AIM since 1995.
Change of Name
In order to reflect the fact that the Company intends to
expand into other areas of the sports and leisure
industry, it is proposed to change the name of the
Company to Crown Sports PLC.
Interim Results
The Company today announced the interim results of the
Group for the six months ended 2 July 2000. The interim
results are set out in full in Appendix II to this press
release.
Satisfactory progress was made in the first half of the
current year. Overall, the Group has shown a strong
increase in performance compared with 1999:
- club membership is up by 21 per cent;
- the number of golf rounds played at the courses in
the Group's portfolio is up by 55 per cent;
- club turnover is up by 25 per cent at #3.5m; and
- club operating profit is up by 36 per cent at
#676,787 giving an operating margin of nearly 20
per cent.
Of particular satisfaction has been the performance of
those clubs that have recently been added to the Group's
portfolio: Wickham Park Golf Club has produced a strong
return on capital employed and changes to the golf course
have improved its reputation in the local market; The
Chase Golf Club was ahead of budget and the now completed
clubhouse facilities have been well received; at
Eccleston Park Golf Club, the clubhouse was made fully
operational and membership sales are ahead of budget.
The sale of the Lambourne Club was completed and the
Group continues to manage this asset.
In addition, there has been a great deal of progress made
in the implementation of the strategy to add extra
facilities and therefore extra sources of revenue at the
Group's assets. Work will start shortly on the
construction of holiday lodges at South Winchester Golf
Club; agents have been instructed to find tenants for the
currently unutilised space in the clubhouse building at
The Chase Golf Club; a planning application has been
submitted for the construction of a further 9 holes at
Batchworth Park Golf Club, on land for which conditional
leases were signed earlier this year; a planning
application has been submitted for health and fitness
facilities at Eccleston Park Golf Club. In addition,
discussions continue with a number of vendors of assets
which meet the Group's requirements for the future.
Extraordinary General Meeting and despatch of documents
Implementation of the Proposals requires the approval of
GCH Shareholders in general meeting and it is proposed to
convene an Extraordinary General Meeting for 18 September
2000 at which the necessary approvals will be sought. A
circular convening the Extraordinary General Meeting
together with the document containing the Offer on behalf
of SportsAssets (International) will be despatched to GCH
Shareholders later today.
General
This press release does not constitute an offer or an
invitation to purchase any securities.
The Offer will be subject to the conditions which are set
out in Appendix I and to those terms which will be set
out in the Offer Document and in the Form of Acceptance,
and such further terms as may be required to comply with
the provisions of the Code.
Appendix IV contains definitions of the terms used in
this press release.
Beeson Gregory, which is regulated in the UK by The
Securities and Futures Authority Limited, is acting for
SportsAssets (International) and for no one else in
connection with the Offer and will not be responsible to
anyone other than SportsAssets (International) for
providing the protections afforded to the customers of
Beeson Gregory or for providing advice in relation to the
Offer or any other matter referred to herein.
Grant Thornton, which is regulated in the UK by the
Institute of Chartered Accountants in England and Wales,
is acting for GCH and for no one else in connection with
the Offer and will not be responsible to anyone other
than GCH for providing the protections afforded to
customers of Grant Thornton or for providing advice in
relation to the Offer or any other matter referred to
herein.
The availability of the Offer to persons not resident in
the UK may be affected by the laws of the relevant
jurisdiction. Persons who are not resident in the UK
should inform themselves about and observe any applicable
requirements.
The Offer will not be made, directly or indirectly, in or
into, or by the use of the mails of, or by any means or
instrumentality (including, without limitation,
telephonically or electronically) of interstate or
foreign commerce of, or any facility of a national
securities exchange of, the United States, Canada,
Australia, or Japan and the Offer should not be accepted
by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia or
Japan. Doing so may render invalid any purported
acceptance of the Offer. Accordingly, neither this press
release, the Offer Document nor the Form of Acceptance
are being, and they must not be, mailed or otherwise
distributed or sent in, into or from the United States,
Canada, Australia or Japan.
The directors of SportsAssets (International), whose
names will appear in the Offer Document, and Jeff Chapman
accept responsibility for the information contained in
this press release relating to SportsAssets
(International) and Jeff Chapman. To the best of the
knowledge and belief of the directors of SportsAssets
(International) and Jeff Chapman (who have taken all
reasonable care to ensure that such is the case), the
information contained in this press release for which
they are responsible is in accordance with the facts and
does not omit anything likely to affect the import of
such information.
The directors of GCH, whose names will appear in the
Offer Document, accept responsibility for the information
contained in this press release other than that relating
to SportsAssets (International) and Jeff Chapman. To the
best of the knowledge and belief of the directors of GCH
(who have taken all reasonable care to ensure that such
is the case), the information contained in this press
release for which they are responsible is in accordance
with the facts and does not omit anything likely to
affect the import of such information.
Appendix I
Conditions and certain further terms of the Offer
Part A: Conditions of the Offer
The Offer will be conditional on:
(a) valid acceptances being received (and not, where
permitted, withdrawn) by not later than 3.00 pm on 19 Se
ptember 2000 (or such later time(s) and/or date(s) as
SportsAssets (International) may, subject to the rules of
the Code, decide) in respect of all of the GCH Shares
which are the subject of the Irrevocable Undertakings (or
such lower proportion of such shares as SportsAssets (In
ternational) may decide), provided that, unless agreed by
the Panel, this condition will not be satisfied unless
SportsAssets (International) shall have acquired or
agreed to acquire (pursuant to the Offer or otherwise)
Ordinary Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at
general meetings of GCH, including for this purpose (unl
ess otherwise agreed with the Panel) any such voting
rights attaching to any Ordinary Shares that are
unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise. For this
purpose :
(i) the expression "acquired or agreed to be acquired"
shall be construed in accordance with sections
428 to 430F of the Companies Act; and
(ii) Ordinary Shares which have been unconditionally
allotted shall be deemed to carry the voting rights
which they will carry upon issue;
(b) the Subscription Agreement becoming unconditional in
all respects and being completed;
The Subscription Agreement is subject to the following
conditions:
(i) the passing of the resolutions numbered 1 and
2 as set out in the notice of extraordinary
general meeting to be contained in the Circular,
in each case as special resolutions;
(ii) admission of the Subscription Shares to trading
on AIM becoming effective pursuant to the AIM Rules;
(iii)the Irrevocable Undertakings remaining in full
force and effect and having been performed in accordance
with their respective terms; and
(iv) none of the matters referred to in paragraphs (c),
(d) and (e) below having occurred prior to admission of
the Subscription Shares to trading on AIM becoming
effective pursuant to the AIM Rules;
(c) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or trade
agency, or professional association or any court or any
other person or body in any jurisdiction having
instituted, implemented or threatened any action,
proceedings, suit, investigation or enquiry or enacted,
made or proposed any statute, regulation, order or
decision or taken any other step that would or might
reasonably be expected to:
(i) make the Offer or any acquisition or proposed
acquisition of any GCH Shares by SportsAssets (Intern
ational) void, unenforceable or illegal under the laws
of any jurisdiction or otherwise, directly or
indirectly, materially restrict, restrain, prohibit,
challenge, delay or interfere with the implementation
of, or impose material additional conditions or
obligations with respect to, the Offer or the
acquisition of GCH Shares by SportsAssets
(International);
(ii)require the divestiture by any member of the
Group or by SportsAssets (International) of
all or any material proportion of their
respective businesses, assets or property such
as to have a material adverse effect on either
SportsAssets (International) or the Group
taken as a whole or impose any material limitation on
the ability of any of them to conduct or to own
all or any material portion of their respective
businesses or to own all or any material portion of
their respective assets or properties;
(iii) impose any material limitation on the ability of
SportsAssets (International) to acquire or hold or
to exercise effectively all rights of ownership of
GCH Shares or of shares of any other member of the
Group or to exercise management control over
any such member; or
(iv) otherwise adversely affect in a manner or to an
extent which is material (in the case of
any member of the Group, in the context of the Group
taken as a whole) the business, profits or
prospects of SportsAssets (International) or of
any member of the Group (including action which
would or might adversely affect or prejudice any of
the status, licences, authorisations, exemptions or
consents of SportsAssets (International) or any
member of the Group);
and all applicable waiting periods during which any
such government, body, agency, association, court,
person or body could institute, implement or threaten
any such action, proceedings, suit, investigation or
enquiry or otherwise materially restrict, restrain,
prohibit, challenge, delay or otherwise interfere with
the Offer or the acquisition of GCH Shares by
SportsAssets (International) having expired or been
terminated;
(d) no member of the Group having, since 2 January 2000
(save as disclosed in GCH's annual report and accounts
for the year then ended or as disclosed in the interim
statement of GCH for the six months ended 2 July 2000 or
as otherwise publicly announced by GCH by the delivery of
an announcement to the Company Announcements Office of
the London Stock Exchange prior to 24August 2000), the
date to which the latest published audited report and
accounts of GCH were prepared:
(i) (save as between GCH and its wholly owned
subsidiaries) issued or authorised or proposed
the issue of additional shares of any class,
or securities convertible into, or rights,
warrants or options to subscribe for or acquire,
any suc or reduced any
part of its share capital; or
(ii) declared, paid or made or proposed to declare,
pay or make any dividend, bonus
or other distribution, whether payable in cash
or otherwise (other than to GCH or one of its
wholly owned subsidiaries); or
(e) since 2 January 2000 and except as disclosed in GCH's
annual report and accounts for the year then ended or as
disclosed in the interim statement of GCH for the six
months ended on 2 July 2000 or as otherwise publicly
announced by GCH by the delivery of an announcement to
the Company Announcements Office of the London Stock
Exchange or fairly disclosed in writing to SportsAssets
(International) prior to 24 August 2000:
(i) no material adverse change in the business or
financial or trading position or profits
or prospects of the Group taken as a whole having
occurred; and
(ii) no contingent liability having arisen which might
be likely materially and adversely to affect the
Group taken as a whole.
Subject to the requirements of the Panel, SportsAssets
(International) reserves the right to waive all or any of
the above conditions, in whole or in part, except
condition (a).
SportsAssets (International) shall be under no obligation
to waive or treat as satisfied any of the conditions (c)
to (e) (inclusive) by a time earlier than the time at
which conditions (a) and (b) are satisfied.
SportsAssets (International) shall declare the Offer
unconditional in all respects immediately following
satisfaction of the conditions (a) and (b) provided it is
satisfied that, at such time, there are no circumstances
indicating that any of the conditions (c) to (e)
inclusive are not then satisfied.
Part B: Certain further terms of the Offer
The GCH Shares in respect of which the Offer is accepted
or deemed to be accepted are to be sold free from all
liens, charges, equitable interests and encumbrances and
together with all rights attaching thereto (including the
right to all dividends and other distributions declared,
paid or made after 24 August 2000).
The Offer will initially be open for acceptance until
3.00 pm on 19 September 2000. Assuming that it is
declared unconditional as to acceptances on that day, it
will remain open for acceptance for 14 days after that
date.
Interim Results of the Group for the
six months ended 2 July 2000
GOLF CLUB HOLDINGS PLC
Consolidated Profit and Loss Account
6 months ended 2 July 2000
6 months to 6 months to 12 months to
2 July 2000 4 July 1999 2 January 2000
unaudited unaudited audited
#'000 #'000 #'000
Turnover -
Continuing operations
(Note 1) 1,777 1,567 3,560
======== ========= ========
Operating Profit 435 316 2,206
Net Interest
(payable)/receivable (338) (313) (665)
Profit on disposal
of investments - 8 11
_________ __________ _________
Profit on ordinary
activities before
taxation 97 11 1,552
Taxation (Note 2) - - -
_________ __________ _________
Profit after tax 97 11 1,552
Preference Dividend (205) (228) (459)
_________ __________ _________
(Deficit)/Surplus
carried forward (108) (217) 1,093
========= ========== =========
(Loss)/Earnings
per share (0.2p) (0.5p) 2.3p
========= ========== =========
Loss/Diluted
earnings per share (0.2p) (0.5p) 2.2p
========= ========== =========
The earnings per share are based upon the consolidated
after tax profits and the weighted average number of
shares in issue, being, 49,277,333 (July 1999 -
45,527,276 and January 2000 - 48,353,332).
Diluted(loss)/earnings per share are based upon the weighted
average number of shares in issue diluted for the effect
of share options being 49,424,914 (July 1999 - 47,709,808
and January 2000 - 48,659,309).
Summary Consolidated Balance Sheet
At 2 July At 4 July At 2 January
2000 1999 2000
unaudited unaudited audited
#'000 #'000 #'000
Fixed Assets 17,310 21,776 17,017
Current Assets 908 1,228 5,158
Creditors falling due
within one year (4,629) (6,234) (5,203)
_________ _________ _________
Net Current Liabilities (3,722) (5,006) (45)
Creditors falling due
after more than one year (6,006) (9,774) (8,031)
_________ _________ _________
Total Net Assets 7,583 6,996 8,941
========= ========= =========
Share Capital and Reserves 7,583 6,996 8,941
========= ========= =========
Notes
1. Batchwork Park Golf Club and South Winchester Golf
Club are managed by Group companies, hence their turnover
and profits are included for statutory purposes as
management fees. The underlying turnover at the clubs
owned and operated by the Company was #2,940,000 (1999 -
#2,760,000).
2. No provision has been made for taxation since it is
estimated that no liability will arise in view of
previous years' losses.
3. This interim statement for the six months ended 2
July 2000 is unaudited and was approved by the Directors
on 23 August 2000. The financial information set out
above does not constitute statutory accounts within the
meaning of section 240 of the Companies Act 1985. The
information at 2 January 2000 has been extracted from
statutory accounts relating to the year ended at 2
January 2000 which have been filed with the Registrar of
Companies.
4. The accounting policies remain as stated in the
Annual Report for the year ended 2 January 2000.
MORE TO FOLLOW
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