Defence Document Posted

Esporta PLC 14 June 2002 Esporta PLC Statement re Offer Rejection DEFENCE DOCUMENT POSTED The Board of Esporta plc ('Esporta') is today sending a document to Shareholders advising them to reject the nil premium Offer from Duke Street Capital Leisure Investments Limited ('Duke Street'). The Offer is a 3.0 per cent. discount to the Esporta share price of 82.5 pence on 13 June 2002. The Offer is focused on the past and does not reward Esporta Shareholders for: - NEW MANAGEMENT'S ACTIONS WHICH HAVE DELIVERED STRONG TOP LINE GROWTH In the first five months of 2002, total revenue increased 26 per cent., like-for-like revenue increased 7 per cent., like-for-like membership income increased 11 per cent., and like-for-like adult membership increased 8 per cent. - GBP5 MILLION OF ANNUALISED COST SAVINGS AND REVENUE ENHANCEMENTS - SUBSTANTIAL FUTURE PROFIT FROM 2001 CLUB OPENINGS As membership levels of the 12 clubs opened in 2001 increase in line with the usual maturity profile, these clubs will become profitable. - STRONG AND PROVEN UK BUSINESS In the first five months of 2002, operating profit for comparable clubs, being those clubs opened before 2001, increased by more than 20 per cent. - STRONG PIPELINE OF POTENTIAL NEW CLUBS Esporta has 29 sites at various stages being reviewed. The Company has a new strategy in place to accelerate the profitability of new openings, allowing them to reach break-even in six months. - NEW FOCUSED EUROPEAN STRATEGY Esporta is announcing a new European strategy to focus on the attractive Spanish market. The core estate retained will be four Spanish clubs expected to reach a return on capital employed in excess of 20 per cent. This will create a sound platform for future expansion. Commenting on the Offer, John Grieves, Chairman of Esporta, said: 'Duke Street's Offer is focused on the past. Esporta's Shareholders own a business with highly attractive growth prospects, which is worth materially more than 80 pence a share. The Board will examine any and every opportunity to maximise shareholder value and will be completely open-minded as to the course of action that is in the best interests of Shareholders. Rejecting an 80 pence offer is in the best interests of Shareholders.' There will be a meeting for analysts at 9.30am this morning at The Lincoln Centre, 18 Lincoln's Inn Fields, WC2. ENQUIRIES: ESPORTA Maurice Kelly, Chief Executive 020 7404 5959 (0118 912 3503 after today) Michael Ball, Finance Director 020 7404 5959 (0118 912 3504 after today) LAZARD (Financial Adviser to Esporta) Nicholas Shott 020 7588 2721 Jean-Eudes Renier CAZENOVE (Broker to Esporta) Michael Wentworth-Stanley 020 7588 2828 Roger Lambert BRUNSWICK William Cullum 020 7404 5959 The Directors of Esporta accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (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 such information. Lazard Brothers & Co., Limited ('Lazard') is acting for Esporta and no one else in connection with the Offer by Duke Street and will not be responsible to anyone other than Esporta for providing the protections afforded to clients of Lazard nor for providing advice in relation to this matter. Cazenove & Co Ltd ('Cazenove') is acting for Esporta and no one else in connection with the Offer by Duke Street and will not be responsible to anyone other than Esporta for providing the protections afforded to clients of Cazenove nor for providing advice in relation to this matter. Words and expressions defined in the document being posted to Esporta Shareholders today have the same meaning where used in this announcement unless the context otherwise requires. This information is provided by RNS The company news service from the London Stock Exchange
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