Offer by SportsAssets,etc Pt2
August 24 2000 - 4:00AM
UK Regulatory
RNS Number:9128P
Golf Club Holdings PLC
24 August 2000
Part 2
Appendix III
Further information on SportsAssets (International), the
Chapman Superannuation Fund Scheme and Jeff Chapman
1. SportsAssets (International)
SportsAssets (International) is a limited company
registered in Gibraltar incorporated on 15 June 2000. The
following financial information does not constitute
statutory accounts within the meaning of section 240 of
the Companies Act 1985.
SportsAssets (International) currently has #10,202,000 in
cash, #2,000 of which represents shareholders' funds and
the balance of which represents a loan made by the
Chapman Superannuation Fund Scheme of #10,200,000. This
loan is repayable on demand at any date after 24 August
2002 and does not carry any interest. SportsAssets
(International) has not traded since incorporation.
The Directors of SportsAssets (International) are as
follows:
Stuart Stobie
Diane Dentith
The principal and registered office of SportsAssets
(International) is Suite 2B, Mansion House, 143 Main
Street, Gibraltar.
2. The Chapman Superannuation Fund Scheme
The entire issued share capital of SportsAssets
(International) is owned by Sovereign Trust International
Limited as trustee for the Chapman Superannuation Fund
Scheme. The Chapman Superannuation Fund is a trust
established in October 1998 under the laws of Gibraltar.
The sole member of the Chapman Superannuation Fund Scheme
is Jeff Chapman.
3. Jeff Chapman
As stated above Jeff Chapman is the sole member of the
Chapman Superannuation Fund Scheme.
Jeff Chapman is a Fellow of the Australian Society of
Accountants. His business experience includes three years
as Corporate Finance Director of Chase-NBA Group and
eight years as General Manager of Australian department
store and retail public company Charles Davis Limited. He
was the founder, Chairman and major shareholder of
Sportsworld Media Group plc. Jeff Chapman has also
managed the international operations of the US based
Prime Sports Network.
Further details of Jeff Chapman are set out below:
(a)The companies and partnerships of which Jeff Chapman
has been a director at any time in the five years
preceding the date of this document (excluding
subsidiaries of the companies listed below) are as
follows:
Present Directorships and Partnerships Past Directorships
and Partnerships
Kirwan Trial Pty Ltd Sportsworld Media
Group plc
Australian Racing & Gaming Pty Ltd
Albury Management Pty Ltd
(b) Save as disclosed above, Jeff Chapman:
(i) has not been a director of any company or a partner
of any partnership within the last five years;
(ii) does not have any unspent convictions in relation
to indictable offences;
(iii)has not been declared bankrupt or entered into
any individual voluntary arrangements with his
creditors;
(iv) has not been a director of any company which has
been placed in receivership, liquidation,
administration, been subject to a voluntary
arrangement or any composition or arrangement
with its creditors generally or any class of its
creditors whilst he was a director of that
company or within the twelve months after he ceased
to be a director of that company;
(v) has not been a partner of any partnership which,
has been placed in liquidation, administration or
been the subject of a voluntary arrangement whilst
he was a partner or within the twelve months after
he ceased to be a partner of that partnership;
(vi) has not been the owner of any asset or a partner
of any partnership which has been placed in
receivership whilst he was a partner of that
partnership or within the twelve months after he
ceased to be a partner of that partnership;
(vii)has not been the subject of any public criticism
by statutory or regulatory authorities or has
ever been disqualified by a court from acting
as a director of a company or from acting in the
management or conduct of the affairs of any company.
Appendix IV
Definitions
The following definitions apply throughout this document,
unless the context requires otherwise:
"AIM" the Alternative Investment
Market of the London Stock
Exchange
"Beeson Gregory" Beeson Gregory Limited
"Board" or "Directors" the board of directors of GCH
"Circular" the circular to GCH Shareholders
to be despatched on 24 August 2000
"Code" the City Code on Takeovers
and Mergers
"Companies Act" the Companies Act 1985, as amended
"Company" or "GCH" Golf Club Holdings PLC
"Dor Knock" Dor Knock Holdings Limited
"EGCIL" European Golf Club Investment
Limited
"Form of Acceptance" the form of acceptance and
authority relating to the Offer
accompanying this document.
"GCH Group" or GCH and its subsidiary undertakings
"the Group"
"GCH Shares" the existing issued and fully paid
ordinary shares of 5p each in GCH
and any further such shares which
are unconditionally allotted or
issued before the date on which
the Offer closes (or such earlier
date, not being earlier than the
date on which the Offer becomes
or is declared unconditional as
to acceptances or, if later, the
first closing date of the Offer,
as SportsAssets (International)
may decide), save for the Subscription
Shares
"GCH Shareholders" holders of GCH Shares
"Irrevocable the irrevocable undertakings
Undertaking" provided by certain GCH
Shareholders in connection
with the Offer referred to in this
press release
"London Stock London Stock Exchange plc
Exchange"
"Offer" the cash offer to be made by Beeson
Gregory on behalf of SportsAssets
(International) to acquire the GCH
Shares on the terms and subject to
the conditions set out in this
press release, including, where
the context admits, any subsequent
revision, valuation, extension or
renewal thereof
"Offer Document" the document containing the
Offer to be despatched on 24 August
2000
"Ordinary Shares" ordinary shares of 5p each in the
capital of the Company
"Panel" the Panel on Takeovers and Mergers
"Preference holders of existing Preference Shares
Shareholders"
"Preference Shares" cumulative preference shares of 10p
each in the capital of the Company
"Proposals" the Offer, the Subscription, the
Share Buy- back and the other
arrangements described in this
press release
"Share Buy-back" the proposed purchase by the
Company of all of the outstanding
3,139,565 Preference Shares
"SportsAssets
(International) SportsAssets (International)
Limited
"Subscription" the proposed subscription by
SportsAssets (International)
for 13,953,623 new Ordinary Shares
at 22.5p per share
"Subscription the agreement entered into
Agreement" between GCH and SportsAssets
(International) dated 24 August
2000 relating to the Subscription
"Subscription Shares" 13,953,623 new Ordinary Shares to be
allotted and issued pursuant to the
Subscription
"United Kingdom" the United Kingdom of Great Britain
or "UK" and Northern Ireland
"US","USA" the United States of America, its
territories and possession, any
state of the United States and the
district of Columbia and all other
areas subject to its jurisdiction
"Warrants" the warrants to subscribe for new
Ordinary Shares offered to Preference
Shareholders as part of the
consideration for the repurchase of
the Preference Shares.
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