* Shares down 5 percent by 1545 GMT

* Company warns FY profit will be lower than expected

* Group receives approach for stake in company

(Adds comment, background)

LONDON, Oct 23 (Reuters) - Theo Fennell Plc , jeweller to David Beckham and Elton John, warned its profits would be hit by the consumer downturn and said it had received an approach from a party interested in buying a stake. The jeweller said in a trading statement on Thursday that its businesses had been hit by the collapse in the financial markets, weakened consumer confidence and the cost of its own store development initiatives.

www.theofennell.com

"The overall impact of the downturn in consumer confidence together with our investment programme will result in the company not making a profit in the first half of the year although we continue to be confident of making a small profit for the full year," the company said in a statement.

Analysts' average forecast for pretax profit for the year to the end of March 2009 is 1.2 million pounds, according to Reuters Estimates.

By 1545 GMT shares in Theo Fennell were trading 5 percent lower at 28.5 pence.

The retailer also said it had received an approach from a party interested in making a "significant investment" in the business by acquiring new equity in the group.

Theo Fennell said the approach does not constitute an offer for the company but added that talks were progressing.

The group declined to name the interested party.

(Reporting by Rhys Jones; editing by Elaine Hardcastle)