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KEY HIGHLIGHTS

It is announced today that Park Lane (a newly-incorporated company backed by Legal & General Ventures Limited) and Clubhaus have agreed the terms of a recommended cash offer to be made by KPMG Corporate Finance, on behalf of Park Lane, for Clubhaus.
The Offer will be made on the basis of 0.165 pence in cash for each New Ordinary Share, valuing the issued and to be issued ordinary share capital of Clubhaus at approximately £16.4 million.
In connection with the Offer, the Company is proposing an equitisation of the Notes which would result in the redemption of the Notes (including interest) in full in exchange for the issue of New Ordinary Shares. On the basis of the Offer Price, Noteholders would receive approximately £14.9 million, representing a discount to the face value of the Notes (including accrued interest) of approximately 19.1 per cent.
In order to effect the Noteholders' Scheme, the Company proposes carrying out a sub-division of its share capital. The Offer will value the New Ordinary Shares which, following the Capital Reorganisation, will be held by Existing Ordinary Shareholders at approximately £1.5 million.
On the basis of the Clubhaus Group's consolidated net debt as at 30 September 2003 (excluding the Notes) of approximately £39.9 million and the valuation of the Enlarged Issued Share Capital implied by the Offer of approximately £16.4 million, the Offer values Clubhaus' business at approximately £56.3 million (before costs).
If the Offer is not successful, the Board believes that there is a significant risk that the Clubhaus Group will not generate sufficient cash from its operations to meet its continuing obligations in relation to the payment of interest and scheduled loan amortization. Failure to make these payments would entitle the Company's senior bank lenders and/or the Noteholders to demand immediate repayment of all sums due to them. In these circumstances, it is highly likely that the Company would have to institute insolvency proceedings, in which event Existing Ordinary Shareholders would almost certainly receive no return on their investment.
The Independent Director, who has been so advised by Rowan Dartington, will recommend holders of Ordinary Shares to accept the Offer.

Details on Park Lane

Park Lane is a recently incorporated company which is a wholly-owned subsidiary of Park Lane Holdings, the majority shareholder of which will be, following the Offer becoming or being declared unconditional in all respects, LGV3, a fund managed by Legal & General Ventures Limited.
The board of Park Lane comprises Gavin Simonds, Charlie Parker, Paul Stephens, Thierry Delsol and Paul Sellars.

Noteholders' Scheme

The Noteholders' Scheme will result in the redemption of the Notes (including accrued interest) in full in exchange for the issue of up to 9,002,355,531 New Ordinary Shares (representing approximately 90.8 per cent. of the Enlarged Issued Share Capital).
On the basis of the Offer Price of 0.165p per New Ordinary Share, Noteholders will receive approximately £14.9 million, representing approximately 80.9 per cent. of the face value of the Notes (including accrued interest) of approximately £18.4 million as at 26 May 2004 (being the date on which it is expected that the Noteholders' Scheme will become effective).

Capital Reorganisation

In order to effect the Noteholders' Scheme, the Company is proposing the Capital Reorganisation, as a result of which each Existing Ordinary Share will be sub-divided into one New Ordinary Share and one Deferred Share (the rights attaching to each Deferred Share will render them effectively valueless).

Undertakings

In light of the significant level of irrevocable undertakings provided by Noteholders and Existing Ordinary Shareholders in connection with the Noteholders' Scheme, the Capital Reorganisation and the Offer, it is highly likely that the Offer will become wholly unconditional on or around 26 May 2004. Certain of these undertakings cease to be binding in the event of an alternative higher offer in certain circumstances. Details of these irrevocable undertakings and the circumstances in which they cease to be binding are set out in section 11 of the main body of this announcement.

Commenting on the Offer, Bill Priestley of Legal & General Ventures Limited said:

"I am pleased that we have been able to structure a transaction which provides the existing shareholders and bondholders with a cash exit. Under the new ownership of management and funds managed by LGV, the Clubhaus business will benefit from the provision of the significant future funding that the business needs to continue to develop its successful country club format."

Commenting on the Offer, Norman Riddell, Independent Director of Clubhaus, said:

"The restructuring in May 2002 resulted in a reduction in net debt of over £45 million and allowed the group to avoid insolvency. However, as highlighted at the time, even after this restructuring the company's balance sheet remained highly leveraged and this has continued to seriously restrict our ability to develop the business and deliver value to shareholders. Against this background, in September 2003 we announced that we were considering a number of options including the sale of the company.

In February we announced that although any offer would be at a significant discount to the prevailing market price, a sale of the company might still be the best way to deliver some value to shareholders. We have considered a number of options and the process has been public for nearly seven months and involved discussions with a large number of different interested parties. Park Lane has made the most attractive proposal and we have been able to persuade bondholders to accept a discount of over 19 per cent. to the face value of their debt so that shareholders can receive some value."

This summary should be read in conjunction with the full text of the following announcement. The definition of terms used in this announcement are contained in Appendix 3.

Enquiries

KPMG Corporate Finance
(Financial Adviser to Park Lane)
0113 231 3000

Bob Bigley

Legal & General Ventures Limited
020 7528 6433

Bill Priestley

Rowan Dartington
(Financial Adviser to the Independent Director)

0117 933 0020

John Wakefield

Close Brothers (Financial Adviser to Clubhaus)
020 7655 3100

Alka Bali

Financial Dynamics (Public Relations Adviser to Clubhaus)

020 7831 3113

Giles Sanderson

Noteholders requiring further information should contact Justin Bickle at Cadwalader, Wickersham & Taft LLP (legal adviser to the Ad Hoc Committee) on +44 (0)20 7170 8621 or at justin.bickle@cwt-uk.com.

This announcement does not constitute an offer or an invitation to purchase any securities.

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 obtain advice and observe any applicable requirements. The Offer will not be made, directly or indirectly, in or into, or by use of mails, or by any means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex or telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia or Japan, nor is it being made in or into any jurisdiction where such delivery or receipt of the Offer would be contrary to applicable law in those jurisdictions, and the Offer will not be capable of acceptance by any such means, instrumentality or facility from within the United States, Canada, Australia or Japan or any other such jurisdiction. Accordingly, copies of this announcement and any other documents related to the Offer are not being, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan or any other such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting exclusively for Park Lane as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. KPMG Corporate Finance will not be responsible to anyone other than Park Lane for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this document or any transaction or arrangement referred to herein.

Close Brothers, which is regulated in the United Kingdom by the Financial Services Authority for the conduct of investment business activities, is acting exclusively for Clubhaus plc as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. Close Brothers will not be responsible to anyone other than Clubhaus plc for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Rowan Dartington, which is regulated in the United Kingdom by the Financial Services Authority for the conduct of investment business activities, is acting exclusively for the Independent Director as financial adviser in relation to the Offer and is not acting for any other person in relation to the Offer. Rowan Dartington will not be responsible to anyone other than the Independent Director for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this document or any transaction or arrangement referred to herein.

The formal Offer will be subject to the terms and conditions as set out in Appendix I and such further terms as will be set out or referred to in the Offer Document, or as may be required to comply with the provisions of the Code.

The Offer will extend to any Ordinary Shares unconditionally allotted or issued while the Offer remains open for acceptance (or before such earlier date as Park Lane may, subject to the Code, decide, 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), whether pursuant to the Clubhaus Share Schemes or otherwise.

The directors of Park Lane and Park Lane Holdings accept responsibility for the information contained in this announcement, other than (i) that relating to the recommendation of the Offer by the Independent Director and (ii) (unless any such director is also a director of Clubhaus) that relating to Clubhaus, the Directors or the Independent Director and their respective immediate families, persons connected with them and related trusts and controlled companies and (iii) the information relating to LGV, the directors of LGV (and their respective immediate families, persons connected with them and related trusts), LGV3 and the L&G Group, including any other funds managed by the L&G Group. To the best of the knowledge and belief of the directors of Park Lane Holdings and Park Lane (who have taken all reasonable care to ensure such is the case) information contained in this announcement 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 members of the LGV Investment Committee accept responsibility for all the information contained in this announcement relating to LGV, the directors of LGV (and their respective immediate families, related trusts and persons connected with them), LGV3 and the L&G Group, including any other funds managed by the L&G Group. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of Clubhaus (save for the Independent Director) accept responsibility for the information contained in this announcement relating to the Clubhaus Group, themselves and members of their immediate families, related trusts and persons connected with them (other than the recommendation and associated opinion of the Independent Director). To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Independent Director, Norman Riddell, accepts responsibility for the information contained in this announcement relating to the Clubhaus Group, himself and members of his immediate family, related trusts and persons connected with him and his opinions and views relating to the recommendation of the Offer and for his recommendation of the Offer set out in section 4 of this announcement. To the best of the knowledge and belief (having taken all reasonable care to ensure that such is the case) of the Independent Director, such information for which he accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.