Offer Rejection

Esporta PLC
9 July 2002



                    Esporta plc Statement re Offer Rejection

                    A CLEAR STRATEGY FOR SUSTAINABLE GROWTH



The Board of Esporta plc ('Esporta') is today sending a further document to
Shareholders outlining Esporta's clear strategy for sustainable growth and
advising them to reject the nil premium Offer from Duke Street Capital Leisure
Investments Limited ('Duke Street').



Duke Street's nil premium Offer does not pay Shareholders for Esporta's strategy
for growth:


-     GROWTH FROM INCREASING CAPACITY OF EXISTING CLUBS
      Esporta plans to convert approximately 140,000 sq.ft. of low utilisation areas into gym areas and
      changing rooms, creating capacity equivalent to four new clubs or approximately 14,000 new peak
      time members.


-     GROWTH FROM Plans to increase the yield from existing assets BY INTRODUCING A WIDE RANGE OF
      MEMBERSHIP CONTRACTS


-     GROWTH IN RETURN ON CAPITAL EMPLOYED for future openings from THE new CLUB model
      Esporta is implementing a new model for future openings with lower capital expenditure and
      operating expenses.


-     GROWTH IN THE ADDRESSABLE MARKET RESULTING FROM THE NEW CLUB OPENING MODEL
      New clubs are expected to generate target returns from a lower number of members, giving access to
      smaller towns and cities, and hence increasing Esporta's potential for UK expansion.  Over 60
      potential new locations have already been identified.



All of these will build on:


-     NEW MANAGEMENT'S ACTIONS WHICH HAVE ALREADY DELIVERED STRONG EBITDA GROWTH
      In the first six months of 2002, Esporta's underlying EBITDA from UK clubs is estimated to have
      increased 34 per cent. to GBP 18.1 million.  Overall, total EBITDA is estimated to have increased
      21 per cent. to GBP 12.9 million.


-     GBP 5 MILLION OF ANNUALISED PRE-TAX COST SAVINGS AND REVENUE ENHANCEMENTS


-     A FURTHER POTENTIAL GBP 1 MILLION OF ANNUALISED PRE-TAX COST SAVINGS ESTIMATED
      Management is currently implementing a programme of further measures: the outsourcing of
      maintenance to one partner, an initiative previously announced in the Chief Executive's Review on
      14th March 2002, which has now been extended to include contract cleaning.


-     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, as demonstrated by the trading performance of the UK
      2001 openings in the first half of 2002.



80 pence is not enough:


-     80 PENCE IS A NIL PREMIUM OFFER
      It represents a 4 per cent. discount to Esporta's current share price and a

      41 per cent. discount to the average historic EBITDA exit multiple of comparable transactions.



Commenting on the Offer, Maurice Kelly, Chief Executive of Esporta, said:



'Esporta's management is focused on profitability and is positioning the company
for long term growth.  Shareholders are set to benefit from the recent openings
reaching maturity, increased utilisation of the mature estate and the potential
for expansion from the new model for future openings.



This is underpinned by the strong growth of the UK health and fitness market,
the annualised cost savings and revenue enhancements, GBP 5 million of which
have been secured, and by measures being implemented which are estimated to
deliver a further GBP 1 million.



Contrary to what Duke Street has led you to believe, the cost savings which have
been secured are net of an increase in marketing expenditure which has resulted
in the number of new joiners increasing by 72 per cent. in the first five months
of this year.



Esporta's strong trading performance in the first half of 2002 supports the
achievability of our strategy.  These benefits belong to shareholders, not to
Duke Street.'



There will be a meeting for analysts at 9.30am this morning at Brunswick, 16
Lincoln's Inn Fields, WC2.



The Directors' profit estimate for the first six months ended 30th June 2002 is
set out in Appendix 1.



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.



Appendix 1: Profit Estimate



The Directors of Esporta estimate that, on the bases and assumptions set out
below, earnings before interest, taxation, depreciation and amortisation for the
six months ended 30th June 2002 will be as follows:


Year of Opening                                      EBITDA

                                                     (GBP million)

Established                                                       15.2

2000                                                               2.5

Comparable                                                        17.7

2001                                                               1.2
2002                                                             (0.7)

UK                                                                18.1

Europe                                                           (1.9)
Head Office                                                      (3.3)
Discontinued (Espree)                                                -

Total                                                             12.9



The above amounts are stated before taking into account:


(i)      Exceptional costs following the Chief Executive's Review announced on 14th March 2002.
         Exceptional costs of GBP 2 million in relation to the implementation of cost savings and revenue
         enhancement initiatives will be fully provided for in the 6 months ended 30th June 2002.


(ii)     Exceptional costs relating to the Board's decision to pursue a strategy of divesting its Swedish
         assets.  An exceptional depreciation charge of GBP 2.3 million relating to the impairment of the
         Swedish fixed assets will be fully provided for in the 6 months ended 30th June 2002.



As set out in the Group's annual report for the year ended 31st December 2001,
the effect of non-relievable continental European losses and the adoption of FRS
19 will increase the Group's underlying tax rate.  The Board estimates that the
effective tax rate for the year ending 31st December 2002 will be in the region
of 40 per cent.



No account has been taken of the exceptional costs incurred or to be incurred in
relation to the Offer.  These costs will be recognised as an exceptional item in
the published accounts for the year ending 31st December 2002.


(a)      Bases of preparation


The profit estimate has been prepared using the accounting policies normally adopted by Esporta.  The
profit estimate includes the results shown by the unaudited management accounts of the Group for the
five months ended 31st May 2002 and an estimate for the month ended 30th June 2002, taking into
account the principal assumptions outlined below.


(b)      Assumptions


The principal assumptions on which the profit estimate is based are:


(i)      There will be no material change in the present management or control of Esporta.


(ii)     There will be no significant change in exchange rates from those currently adopted, which
         are based on actual rates for the period ending 31st May 2002.


(iii)    There will be no material acquisitions or disposals.





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