Offer Update
06 June 2003 - 5:01PM
UK Regulatory
RNS Number:0018M
Dennis Publishing Limited
06 June 2003
OFFER UPDATE
Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan.
FOR IMMEDIATE RELEASE 6 June 2003
Recommended Cash Offer by
Ernst & Young LLP ("Ernst & Young")
on behalf of Choice Publishers Limited ("Choice Publishers")
a subsidiary of
Dennis Publishing (UK) Limited ("Dennis Publishing")
for
I Feel Good (Holdings) plc ("IFG")
Offer declared wholly unconditional
The Board of Choice Publishers announces that as at 3:00 p.m. (London time) on
Thursday, 5 June 2003, the first closing date of the Cash Offer, Choice
Publishers has received valid acceptances of the Cash Offer in respect of
53,480,837 IFG Shares representing approximately 83.65 per cent. of the entire
issued share capital of IFG.
On 2 May 2003 Choice Publishers announced that it had received irrevocable
undertakings to accept the Cash Offer from directors of IFG and certain other
shareholders in respect of 28,325,658 IFG Shares held by them, representing
approximately 44.3 per cent. of the entire issued share capital of IFG. Valid
acceptances have been received in respect of all of these IFG Shares, which have
been included in the total level of acceptances referred to above.
Prior to the commencement of the Offer Period the Dennis Group owned a total of
4,201,548 IFG Shares, representing approximately 6.57 per cent. of the entire
issued share capital of IFG. Other than the foregoing, no persons acting in
concert with Choice Publishers owned or controlled any IFG Shares at the
commencement of the Offer Period, nor have such persons or Choice Publishers
acquired or agreed to acquire any IFG Shares during the Offer Period.
The Board of Choice Publishers is pleased to announce that all of the conditions
of the Cash Offer have now been satisfied or waived and, accordingly, the Cash
Offer has been declared unconditional in all respects. The Board of Choice
Publishers confirms its intentions to implement the procedures set out in
Sections 428 to 430F of the Act to acquire compulsorily, as soon as it is able
to do so, for 8 pence in cash, the outstanding IFG Shares to which the Cash
Offer relates.
Choice Publishers shall also procure that IFG will apply to the London Stock
Exchange for the cancellation of trading of IFG Shares on AIM and will also seek
to procure that IFG is re-registered as a private company under the relevant
provisions of the Act.
The Offer will remain open for acceptances until further notice. Forms of
Acceptance not yet returned should be completed and returned in accordance with
the instructions in the Offer Document and on the Forms of Acceptance so as to
be received as soon as possible.
Settlement in respect of valid acceptances received not later than the close of
business on 5 June 2003 will be despatched on or before 19 June 2003, and within
14 days of the date of receipt in respect of further acceptances which are
complete in all respects. IFG Shareholders who wish to accept the Cash Offer and
have not yet done so should despatch their Forms of Acceptance as soon as
possible.
This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Cash Offer or otherwise. The full terms and conditions of the Cash Offer
(including details of how the Cash Offer may be accepted) are set out in the
Offer Document and the Form of Acceptance accompanying the Offer Document.
The expressions used in this announcement shall, unless the context otherwise
requires, bear the same meaning as set out in the Offer Document dated 15 May
2003.
The directors of Choice Publishers accept responsibility for the information
contained in this announcement. To the best knowledge and belief of the
directors of Choice Publishers (having taken all reasonable care to ensure that
such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of that information.
Enquiries:
Ernst & Young
Keith Hunt 020 7951 4716
Ernst & Young, which is regulated by The Financial Services Authority, is acting
exclusively for Choice Publishers and is acting for no one else in connection
with the Cash Offer and will not be responsible to anyone other than Choice
Publishers for providing the protections afforded to customers of Ernst & Young
nor for providing advice in relation to the Cash Offer.
The Cash Offer will not be 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) or interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Canada, Australia, or Japan and is not capable of acceptance from within the
United States, Canada, Australia, or Japan. Accordingly, copies of this
announcement or any other documents relating to the Cash Offer are not being,
and must not be, mailed or otherwise distributed or sent in or into or from the
United States, Canada, Australia, or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
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