RNS Number:3302N
Health Club Group PLC
09 July 2003


9 July 2003



Not for release, publication or distribution in or into the United States of 
America, Canada, The Republic of Ireland, Australia or Japan.

HEALTH CLUB GROUP PLC AND HOLMES PLACE PLC

Recommended Offer by N M Rothschild & Sons Limited on behalf of Health Club 
Group plc for Holmes Place PLC

Offer Declared WHOLLY UNCONDITIONAL


On 22 May 2003, the Independent Directors of Holmes Place PLC and the board of
Health Club Group plc, which following completion of the Offer will be
effectively controlled by funds managed or advised by Bridgepoint and Permira,
announced the terms of a recommended offer for Holmes Place. The Offer was made
by N M Rothschild & Sons Limited on behalf of Health Club Group plc by means of
an Offer Document posted on 22 May 2003.



On 9 June 2003, Holmes Place announced that at the EGM of Holmes Place held
earlier that day, the Ordinary Resolution in respect of the Management
Arrangements was approved by the Independent Shareholders.



On 2 July 2003, HC Group announced that on 1 July 2003 the European Commission
gave its unconditional approval to the proposed acquisition of Holmes Place by
HC Group.



HC Group announces that as at 3.00 p.m. London time on 8 July 2003 acceptances
of the Offer valid in all respects had been received in respect of a total of
51,599,561 Holmes Place Shares, representing approximately 50.9 per cent. of the
issued share capital of Holmes Place. These figures include acceptances of the
Offer received pursuant to irrevocable undertakings received from each of the
Holmes Place Independent Directors and Lee Ginsberg and Ian Turley in respect of
aggregate holdings amounting to 124,430 Holmes Place Shares, representing
approximately 0.12 per cent. of the issued share capital of Holmes Place. In
addition HC Group has agreed to acquire the shareholdings in Holmes Place of
Allan Fisher and Lawrence Alkin and persons connected with or deemed to be
connected with them, amounting to in aggregate 26,670,996 Holmes Place Shares
representing 26.3 per cent. of the issued share capital of Holmes Place. The
acquisitions are conditional on the Offer becoming or being declared
unconditional in all respects and have therefore become unconditional following
the release of this announcement.



As at 3.00 p.m. London time on 8 July 2003 elections for the Unit Alternative
valid in all respects had been received in respect of a total of 1,742,549
Holmes Place Shares, representing approximately 1.7 per cent. of the issued
share capital of Holmes Place.



Taken together therefore, as at 3.00 p.m. London time on 8 July 2003, HC Group
had received acceptances of the Offer valid in all respects in relation to, or
agreed to acquire as described above, a total of 78,270,557 Holmes Place Shares,
representing approximately 77.2 per cent. of the issued share capital of Holmes
Place.



All conditions to the Offer have now either been satisfied or, where permitted,
waived.  Accordingly the Offer is declared unconditional in all respects.  The
Offer will remain open for acceptance until further notice. No less than 14
days' notice will be given by HC Group to Holmes Place Shareholders who have not
accepted the Offer before the Offer is closed. The Unit Alternative will remain
open for acceptance for a period of 14 days from the date of this announcement
and will then close at 5.00 p.m. London time on 23 July 2003.



Holmes Place Shareholders who wish to accept the Offer, and who have not done
so, should complete their form(s) of acceptance, in accordance with the
instructions printed thereon, whether or not their Holmes Place Shares are in
CREST, and return them, as soon as possible, and in any event, so as to be
received by post or during normal business hours by hand to the receiving agents
to the Offer, Capita IRG Plc at PO Box 166, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TH. Additional forms of acceptance are available from
Capita IRG Plc, by telephoning 0870 162 3100 (if calling from within the UK) or
+44 208 639 2157 (if calling from overseas).



Consideration



Consideration to which any Holmes Place Shareholder is entitled under or in
consequence of the Offer will be posted within 14 days of today's date in
respect of acceptances received by that date which are valid and complete in all
respects, and within 14 days of the date of receipt in respect of any further
acceptances which are received after today's date and which are valid and
complete in all respects.



Delisting



As a result of the Offer being declared unconditional in all respects,
applications will be made to the UKLA for cancellation of the listing of Holmes
Place Shares on the Official List and to the London Stock Exchange for the
cancellation of trading of Holmes Place Shares on its market for listed
securities. It is expected that these cancellations will take place following
the expiry of a notice period of at least 20 business days commencing on the
date of this announcement.  Accordingly, it is expected that such cancellations
will take effect on 7 August 2003 or as soon as is practicable thereafter.



Save as disclosed above, neither HC Group nor any person acting, or deemed to be
acting, in concert with HC Group holds any Holmes Place Shares (or rights over
any Holmes Place Shares) or has acquired or agreed to acquire Holmes Place
Shares during the Offer Period.





Press Enquiries:


Bridgepoint
James Murray                                                     020 7374 3500
Guy Weldon                                                       020 7374 3562



Permira
Charlie Troup                                                    020 7632 1033
Liz Martin                                                       020 7632 1131




Rothschild
Avi Goldberg                                                    020 7280 5000
Alex Midgen                                                     020 7280 5000



Hudson Sandler
Lesley Allan                                                    020 7796 4133
Wendy Baker                                                     020 7796 4133




Definitions used in the Offer Document dated 22 May 2003 apply also to this 
announcement unless the context otherwise requires.



This announcement is not intended to and does not constitute, or form part of,
an Offer or an invitation to purchase or subscribe for any securities.



The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction. The Offer (including the
Unit Alternative) is not being 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 facilities of a national securities exchange of, the United States,
Canada, the Republic of Ireland, Australia or Japan and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facility, or
from within any of those countries.



The Institutional Units, comprising HC Group DDBs and HC Holdings 'B' Ordinary
Shares, to be issued pursuant to the Offer, if any, have not been, and will not
be, registered under the United States Securities Act of 1933 (as amended) nor
under the securities laws of any state or other jurisdiction of the United
States, Canada, the Republic of Ireland, Australia or Japan, the relevant
clearances have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada; no prospectus has been lodged
with, or registered by the Australian Securities and Investments Commission or
the Japanese Ministry of Finance. Accordingly, unless an exemption from the
relevant laws is available, the Institutional Units, comprising HC Group DDBs
and HC Holdings 'B' Ordinary Shares, may not be offered, sold, resold, or
delivered or transferred, directly or indirectly, in or into the United States
or to, or for the account or benefit of, US persons, or in or into Canada, the
Republic of Ireland, Australia or Japan.



N M Rothschild & Sons Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Health Club Group
and is acting for no one else in connection with the Offer and will not be
responsible to anyone other than the Health Club Group for providing the
protections afforded to clients of N M Rothschild & Sons Limited or for giving
advice in relation to the Offer. The contents of this announcement have been
approved by N M Rothschild & Sons Limited for the purposes of Section 21 of the
Financial Services and Markets Act 2000.



Hawkpoint Partners Limited, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Holmes Place and is
acting for no one else in connection with the Offer and will not be responsible
to anyone other than Holmes Place for providing the protections afforded to
clients of Hawkpoint Partners Limited or for providing advice in relation to the
Offer.



The Directors of HC Holdings and HC Group listed in the Offer Document accept
responsibility for the information contained in this advertisement, and to the
best of their knowledge and belief, having taken all reasonable care to ensure
that such is the case, such information is in accordance with the facts and does
not omit anything likely to affect the import of such information.






                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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