Offer Update
26 June 2003 - 4:34AM
UK Regulatory
RNS Number:7938M
Dennis Publishing Limited
25 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 25 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")
Compulsory acquisition of IFG Shares
On 2 May 2003 Choice Publishers announced a Cash Offer for the entire issued
share capital of IFG that the Dennis Group did not already own.
Choice Publishers announced on 6 June 2003 that the Cash Offer had become
unconditional in all respects.
As at 3:00 p.m. (London time) on 24 June 2003, Choice Publishers has received
valid acceptances of the Cash Offer in respect of 55,887,657 IFG Shares
representing approximately 93.57 per cent. of the IFG Shares to which the Cash
Offer relates.
Accordingly, Choice Publishers is today posting statutory notices pursuant to
section 429 of the Companies Act 1985 to IFG Shareholders who have not yet
validly accepted the Cash Offer, informing such IFG Shareholders that it will
compulsorily acquire their IFG Shares under the provisions of sections 428 to
430F (inclusive) of the Companies Act 1985, as amended. The compulsory
acquisition procedure is expected to be completed on, or shortly after, 5 August
2003.
The Cash Offer will remain open for acceptances until the compulsory acquisition
process has completed. 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 will be despatched to
accepting IFG Shareholders within 14 days of the date of receipt of such
acceptance, valid and complete in all respects.
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
END
OUPEAPKSAANDEFE