RNS Number:6767U
Legal & General Investment Mgmnt Ld
27 January 2004

                                                                    FORM 8.1/8.3

      Lodge with a RIS or Newstrack if appropriate and the Takeover Panel. Use a
    separate form for each class of securities in which dealings have been made.

Date of Disclosure

27 Jan 2004                                                                       

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS

Date of dealing

26 Jan 2004

Dealing in (name of company)

Chelsfield PLC

Class of securities (eg ordinary shares)

Ordinary 20p



2.
Amount               Amount           Price
bought               Sold             per unit

                     55,000           GBP 3.14875


 3. Resultant total of the same class owned or controlled (and percentage of
    class)


    7,134,461         2.53%



        4. Party making disclosure

        Legal and General Investment Management Ltd



        5. EITHER (a) Name of purchaser / vendor (Note 1)

        ...............................................................

        OR (b) if dealing for discretionary client(s), name of fund management
        organisation

        Legal and General Investment



        6. Reason for disclosure (Note 2)

        ...............................................................

        (a) associate of

        (i) offeror (Note 3)

        NO

        (ii) offeree company

        NO

        Specify which category or categories of associate (1-8 overleaf)

        ...............................................................

        If category (8), explain

        ...............................................................

        (b) Rule 8.3 (ie disclosure because of ownership or control of 1% or
        more of the class of relevant securities dealt in)

        YES



        Signed, for and on behalf of the party named in (4) above

        Julia Stone ............................................................


        (Also print name of signatory)

        Julia Stone ............................................................


        Telephone and Extension number

        020 7528 6742.........................................................
        ......



        Note 1.

        Specify owner, not nominee or vehicle company. If relevant, also
        identify controller of owner, eg where an owner normally acts on
        instructions of a controller

        Note 2.

        Disclosure might be made for more than one reason; if so, state all
        reasons.

        Note 3.

        Specify which offeror if there is more than one.

        Note 4.

        When an arrangement exists with any offeror, with the offeree company or
        with an associate of any offeror or of the offeree company in relation
        to relevant securities, details of such arrangement must be disclosed,
        as required by Note 6 on Rule 8.

        Note 5.

        It may be necessary, particularly when disclosing derivative
        transactions, to append a sheet to this disclosure form so that all
        relevant information can be given.

        Note 6.

        In the case of an average price bargain, each underlying trade should be
        disclosed.

        Note 7.

        The resultant total percentage holding of the class of relevant security
        is to be calculated by reference to the percentage held and in issue
        outside treasury.

        For full details of disclosure requirements, see Rule 8 of the Code. If
        in doubt, contact the Panel on Takeovers and Mergers, Monitoring
        Section, Tel. No: 020 7638 0129. Email: monitoring@disclosure.org.uk

        DEFINITION OF ASSOCIATE

        It is not practicable to define associate in terms which would cover all
        the different relationships which may exist in an offer. The term
        associate is intended to cover all persons (whether or not acting in
        concert) who directly or indirectly own or deal in the shares of an
        offeror or the offeree company in an offer and who have (in addition to
        their normal interests as shareholders) an interest or potential
        interest, whether commercial, financial or personal, in the outcome of
        the offer.

        Without prejudice to the generality of the foregoing, the term associate
        will normally include the following:-

        (1)     an offeror's or the offeree company's parent, subsidiaries and
        fellow subsidiaries, and their associated companies, and companies of
        which such companies are associated companies (for this purpose
        ownership or control of 20% or more of the equity share capital of a
        company is regarded as the test of associated company status);

        (2)     banks and financial and other professional advisers (including
        stockbrokers)* to an offeror, the offeree company or any company covered
        in (1), including persons controlling#, controlled by or under the same
        control as such banks, financial and other professional advisers;

        (3)     the directors (together with their close relatives and related
        trusts) of an offeror, the offeree company or any company covered in
        (1);

        (4)     the pension funds of an offeror, the offeree company or any
        company covered in (1);

        (5)     any investment company, unit trust or other person whose
        investments an associate manages on a discretionary basis, in respect of
        the relevant investment accounts;

        (6)     a person who owns or controls 5% or more of any class of
        relevant securities (as defined in paragraphs (a) to (d) in Note 2 on
        Rule 8) issued by an offeror or an offeree company, including a person
        who as a result of any transaction owns or controls 5% or more. When two
        or more persons act pursuant to an agreement or understanding (formal or
        informal) to acquire or control such securities, they will be deemed to
        be a single person for the purpose of this paragraph. Such securities
        managed on a discretionary basis by an investment management group will,
        unless otherwise agreed by the Panel, also be deemed to be those of a
        single person (see Note 8 on Rule 8); and

        (7)     a company having a material trading arrangement with an offeror
        or the offeree company.

        Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category
        to cover associate status not within (1)-(7).

 8. Other.

Notes

* References to a "bank" do not apply to a bank whose sole relationship with a
party to an offer is the provision of normal commercial banking services or such
activities in connection with the offer as confirming that cash is available,
handling acceptances and other registration work.

References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer if the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.

# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.



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