RNS Number:1816M
Moray Limited
11 June 2003

Not for release, publication or distribution, in whole or in part, in or into
Canada, Australia or Japan



FOR IMMEDIATE RELEASE
                                                            11 June 2003





                             Recommended cash offer

                                       by

                              UBS Investment Bank*

                                  on behalf of

                                  Moray Limited

                      a company formed at the direction of

                                 Cinven Limited

                                      for

                                Fitness First Plc



                      OFFER DECLARED WHOLLY UNCONDITIONAL





On 10 April 2003, Moray, a company formed at the direction of Cinven, announced
the terms of a recommended cash offer for Fitness First.  The Offer was made by
UBS Investment Bank on behalf of Moray by means of an Offer Document published
on 10 April 2003.



Fitness First announced on 29 April 2003 that the Independent Shareholders of
Fitness First had approved the proposed arrangements with the Management Team in
relation to their participation in the equity of the Moray Group at the EGM on
29 April 2003.  Moray further announced on 5 June 2003 that the Offer had become
unconditional as to acceptances.



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.



Fitness First Shareholders who wish to accept the Offer, and who have not done
so, should complete their form(s) of acceptance as soon as possible, in
accordance with the instructions printed thereon, whether or not their Fitness
First Shares are in CREST, and return them as soon as possible, to the receiving
agents to the Offer, Capita IRG Plc at Corporate Actions, 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 Fitness First Shareholder is entitled under or in
consequence of the Offer will be paid 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.



Acceptances

Moray announces that, as at 3.00 p.m. London time on 10 June 2003, valid
acceptances of the Offer had been received in respect of a total of 87,391,776
Fitness First Shares, representing approximately 75.5 per cent. of the issued
share capital of Fitness First.  These figures include acceptances of the Offer
received pursuant to irrevocable undertakings given by the Fitness First
Directors (with the exception of James McGoldrick) and certain other Fitness
First Shareholders (as set out in the Offer Document) in respect of aggregate
holdings amounting to 17,845,404 Fitness First Shares, representing in aggregate
approximately 15.4 per cent. of the issued share capital of Fitness First. In
addition, James McGoldrick has irrevocably agreed, subject to the Offer becoming
or being declared unconditional in all respects, to sell to Portrush (a member
of the Moray Group), outside the terms of the Offer, his 3,100,000 Fitness First
Shares representing approximately 2.7 per cent. of the issued share capital  of
Fitness First.



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 Fitness
First Shares on the Official List and to the London Stock Exchange for the
cancellation of trading of Fitness First Shares on its market for listed
securities. It is expected that these cancellations will take place following
the expiry of a notice period of 20 business days commencing on the date of this
announcement. Accordingly, it is expected that such cancellations will take
effect on 9 July 2003 or as soon as is practicable thereafter.



Save as disclosed above, neither Moray nor any person acting, or deemed to be
acting, in concert with Moray held any Fitness First Shares (or rights over any
Fitness First Shares) prior to the commencement of the Offer Period nor has any
such person since the commencement of the Offer Period acquired or agreed to
acquire any Fitness First Shares (or rights over any Fitness First Shares).



Enquiries:



UBS Investment Bank                    Telephone: +44 (0)20 7567 8000
Michael Lacey-Solymar



Financial Dynamics                     Telephone: +44 (0)20 7831 3113
Edward Bridges





Definitions used in the Offer Document dated 10 April 2003 apply also to this
announcement unless the context otherwise requires.



Unless otherwise determined by Moray, the Offer  is not being made, directly or
indirectly, in or into Canada, Australia or Japan and will not be capable of
acceptance from these jurisdictions.  Accordingly, neither this announcement nor
the Offer Document nor the Form of Acceptance is  being, and must not be, mailed
or otherwise forwarded, transmitted, distributed or sent in, into or from
Canada, Australia or Japan.  Doing so may render invalid any purported
acceptance of the Offer.  All Fitness First Shareholders or other persons
(including nominees, trustees and custodians) who would or otherwise intend to,
or may have a contractual or legal obligation to, forward this announcement or
the Offer Document or the Form of Acceptance to any jurisdiction outside the
United Kingdom and/or the United States should refrain from doing so and seek
appropriate professional advice before taking any action.



UBS Limited is acting for Moray in connection with the Offer and no one else and
will not be responsible to anyone other than Moray for providing the protections
offered to clients of UBS Limited nor for providing advice in relation to the
Offer.



* UBS Investment Bank (formerly known as UBS Warburg) is the advertising name
for UBS Limited.










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