Offer for I Feel Good (Hldgs)

RNS Number:6604K
Dennis Publishing Limited
02 May 2003

RECOMMENDED CASH OFFER FOR IFG

Not for release, publication or distribution in or into the United States of
America, Canada, Australia, or Japan.

2 May 2003

Summary announcement

Recommended Cash Offer by

Ernst & Young LLP on behalf of Choice Publishers Limited

a subsidiary of

Dennis Publishing (UK) Limited

for

I Feel Good (Holdings) plc ("IFG")



The boards of Choice Publishers and IFG are pleased to announce that agreement
has been reached on the terms of a recommended Cash Offer to be made by Ernst &
Young on behalf of Choice Publishers to acquire the entire issued and to be
issued share capital of IFG that Dennis Group does not already own.



*          The Cash Offer will be 8 pence in cash for each IFG share.  The Cash
Offer values the entire existing ordinary share capital of IFG at #5.1 million.

*          The Cash Offer represents a premium of approximately 88 per cent.
over the closing middle market price of 4.25 pence per IFG share on 14 April
2003 (being the last dealing day prior to IFG announcing that it had received an
approach that may or may not lead to an offer being made for the company).

*          Dennis Group currently owns a total of 4,201,548 IFG Shares in
aggregate representing approximately 6.57 per cent. of the existing issued
ordinary share capital of IFG.

*          In addition to those shares already held by Dennis Group, Choice
Publishers has received irrevocable undertakings to accept the Cash Offer in
respect of an aggregate of 28,325,658 IFG Shares, representing 44.3 per cent. of
IFG's issued share capital.

*          Accordingly, Dennis Group's existing ownership and the irrevocable
undertakings already held by Choice Publishers to accept the Cash Offer amount
to, in aggregate, 32,527,206 IFG Shares representing 50.9 per cent. of the
entire issued share capital of IFG.

*          Choice Publishers is a subsidiary of Dennis Publishing (UK) Limited,
part of Dennis Group, one of the leading independent publishing companies in the
UK, engaged in the publication of magazines.

*          Choice Publishers is acquiring IFG, as it believes that the portfolio
of magazines owned by IFG complements Dennis Group's existing magazine portfolio
and operations.

*          The Independent Directors of IFG, who have been so advised by
Panmure, consider the terms of the Cash Offer to be fair and reasonable so far
as IFG Shareholders are concerned and unanimously recommend IFG Shareholders to
accept the Cash Offer.

*          The Offer Document will be dispatched shortly.



Commenting on the Cash Offer, Felix Dennis, Chairman of Dennis Group, said:

"I have always loved flying saucers and Fortean Times has been one of my
favourite magazines.   I believe that IFG has a positive future under our
ownership, and I look forward to working with James Brown and the hugely
talented team that he has built around him."



Commenting on the Cash Offer, Ian Leggett, Chairman of Choice Publishers and
Finance Director of Dennis Group said:

"This deal has a strong strategic rationale.  We believe that the addition of
Viz, Bizarre, Fortean Times and Jack, enhances and complements our existing
portfolio, and that the acquisition will help to maintain our strong market
position in the UK."



Commenting on the Cash Offer, James Brown, Chief Executive of IFG said:

"Being part of the Dennis Group will provide IFG with the additional muscle that
the company needs to continue making real progress.  At the same time I believe
that our portfolio of magazines will be of great benefit to the Dennis Group"



This summary should be read in conjunction with the accompanying full text of
this announcement.



Enquiries:



Choice Publishers
Ian G H Leggett, Chairman                                   020 7636 1305

Ernst & Young
(Financial adviser to Choice Publishers)
Keith Hunt                                                  020 7951 4716
Bryce D Wolfe                                               020 7951 4540

IFG
Tom Gleeson, Managing Director                              020 7687 7000
James Brown, Chief Executive                                020 7687 7000
Jason Smith, Financial Director                             020 7687 7035

Panmure
(Financial adviser to IFG)
Richard Potts                                               020 7020 5121

Buchanan Communications
Mark Edwards / Louise Bolton                                020 7466 5000



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.

Ernst & Young has approved this announcement for the purposes of section 21 of
the Financial Services and Markets Act 2000.

Panmure, which is regulated by the Financial Services Authority in the conduct
of its investment business in the United Kingdom, is acting exclusively for IFG
and no one else in connection with the Cash Offer and will not regard any other
person as its client or be responsible to anyone other than IFG for providing
the protections afforded to clients of Panmure nor for giving advice to any such
person 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 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 announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase any securities.





RECOMMENDED CASH OFFER FOR IFG



Not for release, publication, or distribution in or into the United States of
America, Canada, Australia, or Japan.

2 May 2003

Full text of the announcement



Recommended Cash Offer by

Ernst & Young LLP on behalf of Choice Publishers Limited

a subsidiary of

Dennis Publishing (UK) Limited

for

I Feel Good (Holdings) plc ("IFG")



1.             Introduction



The board of Choice Publishers announces the terms of a Cash Offer to be made by
Ernst & Young on behalf of Choice Publishers a subsidiary of Dennis Publishing
(UK) Limited to acquire the entire issued and to be issued share capital of IFG
that Dennis Group does not already own.

The Cash Offer is 8 pence in cash for each IFG Share valuing the entire issued
share capital of IFG at approximately #5.1 million.  The Cash Offer represents a
premium of approximately 88 per cent. over the Closing Price of 4.25 pence per
IFG share on 14 April 2003 (being the last dealing day prior to IFG announcing
that it had received an approach that may or may not lead to an offer being made
for the company).



Dennis Group currently owns a total of 4,201,548 IFG Shares in aggregate
representing approximately 6.57 per cent. of the existing issued ordinary share
capital of IFG.  In addition, Choice Publishers has received irrevocable
undertakings to accept the Cash Offer in respect of an aggregate of 28,325,658
IFG Shares, representing 44.3 per cent. of IFG's issued share capital (see
paragraph 4 below for further details).  Accordingly, Dennis Group's existing
ownership and the irrevocable undertakings already held by Choice Publishers to
accept the Cash Offer amount to, in aggregate, 32,527,206 IFG Shares
representing 50.9 per cent. of the entire issued share capital of IFG.

Definitions of certain expressions used in this announcement are set out in
Appendix II to this announcement.

2.             Terms and conditions of the Cash Offer

On behalf of Choice Publishers, Ernst & Young will offer to acquire, on the
terms and subject to the conditions set out below and in Appendix I to this
announcement and subject to the further terms to be set out in the formal Offer
Document and Form of Acceptance, all of the IFG Shares not already owned by
Dennis Group, on the following basis:

For each IFG Share                              8 pence in cash

IFG Shares will be acquired pursuant to the Cash Offer fully paid and free from
all liens, equities, charges, encumbrances, rights of pre-emption and other
interests and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends and other distributions
declared, made or payable after the date of this announcement.

The Cash Offer will extend to all IFG Shares currently in issue or
unconditionally allotted or issued (including any which are allotted or issued
pursuant to the exercise of options under the IFG Share Schemes) whilst the Cash
Offer remains open for acceptance (or by such earlier date as Choice Publishers
may, subject to the City Code and with the consent of the Panel, determine).

3.             Recommendation

The Independent Directors of IFG, who have been so advised by Panmure, consider
the terms of the Cash Offer to be fair and reasonable so far as IFG Shareholders
are concerned and unanimously recommend IFG Shareholders to accept the Cash
Offer, as they have irrevocably committed to do in respect of their own holdings
amounting to, in aggregate 17,075,658 IFG Shares, representing 26.7 per cent. of
the issued ordinary share capital of IFG.  In providing its advice to the
Independent Directors of IFG, Panmure has placed reliance upon the commercial
assessments of the Independent Directors of IFG.

4.             Irrevocable undertakings

Choice Publishers has received irrevocable undertakings to accept the Cash Offer
in respect of an aggregate of 28,325,658 IFG Shares, representing 44.3 per cent.
of the issued ordinary share capital of IFG.

Directors                                                   IFG Shares
J.  K.  H.  Brown                                           15,000,000

C.  R.  Akers                                                1,888,158

R. D. Sargent                                                  156,250

J.  A.  Smith                                                   31,250



Other IFG Shareholders

Laxey Partners Limited*                                     11,250,000



 *             These undertakings will lapse in the event that a competing offer
of 9 pence or more per IFG share is announced prior to the Cash Offer being
declared unconditional as to acceptances following the posting of the Offer
Document.

5.             Background and reasons for the Cash Offer

Dennis Group is one of the leading independent publishing companies in the UK,
whose principal activity is the publication, promotion, and sale of magazines.
Choice Publishers, as part of Dennis Group, believes that the portfolio of
magazines owned by IFG complements its existing magazine portfolio and
operations.  Following the Cash Offer becoming unconditional, Choice Publishers,
as part of Dennis Group, intends to apply its own experience in creating and
managing market-leading titles to the magazine portfolio of IFG.

6.             Compulsory acquisition and delisting from AIM of IFG Shares

If Choice Publishers receives acceptances under the Cash Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the IFG Shares to which the
Cash Offer relates and assuming that all of the other conditions of the Cash
Offer have been satisfied or waived (if capable of being waived), Choice
Publishers intends to exercise its rights pursuant to the provisions of sections
428 to 430F of the Act to acquire compulsorily the remaining IFG Shares on the
same terms as the Cash Offer.

As soon as it is appropriate and possible to do so and subject to the Cash Offer
becoming or being declared unconditional in all respects, Choice Publishers
intends to seek to procure the making of an application by IFG to the London
Stock Exchange for the cancellation of the listing of the IFG Shares on AIM.

7.             Information on IFG



IFG was established in August 1998 by James Brown with the objective of
establishing a leading UK publishing house specialising in the creation of
titles aimed at the lifestyle, sports and leisure sectors of the market.  IFG
was admitted to AIM following a placing in May 2000 to fund the launch of up to
three over the counter titles, meet initial working capital requirements and
fund future acquisitions.  Bizarre, Viz, and Fortean Times were acquired in July
2001 and IFG's current portfolio also includes Jack, which was launched in April
2002.  Hotdog (IFG's first publication and new launch) was sold in January 2002.

IFG had turnover for the year ended 31 December 2002 of #7.96 million (2001:
#4.22 million), a loss on ordinary activities before taxation of #750,000 (2001:
loss of #1.39 million) and basic loss per share of 1.17 pence (2001: loss of
3.02 pence).

Further financial information on IFG will be set out in the Offer Document.

8.             Information on Choice Publishers

Choice Publishers is a subsidiary of Dennis Publishing (UK) Limited, part of
Dennis Group, one of the leading independent publishing companies in the UK,
engaged in the publication of magazines.  Dennis Group is dedicated to
delivering what customers and advertisers require in its chosen markets of
computer, gaming, general interest and lifestyle magazines.

For the year ended 31 December 2001, Dennis Publishing (UK) Limited, the holding
company for Dennis Group, had total turnover of #55.92 million (2000: #56.08
million), a loss on ordinary activities before taxation of #2.37 million (2000:
profit of #1.01 million) and loss after tax of #2.03 million (2000: profit of
#423,596).

Further financial information on Choice Publishers will be set out in the Offer
Document.

9.             Financing the Cash Offer

The cash payable under the Cash Offer will be financed out of the existing cash
resources of the Dennis Group, supplemented by an additional banking facility
from HSBC Republic Bank (UK) Limited.  The terms of the banking facility do not
depend on the business of IFG for the payment of interest on, or the repayment
of security for, any liability incurred under it.  The total consideration being
offered pursuant to the Cash Offer is #4.8 million.

10.           Management and employees

Dennis Group currently employs over three hundred and twenty people and
recognises the importance of retaining quality editorial, production, marketing
and support staff for all of its magazines.  Choice Publishers confirms that,
following implementation of the Cash Offer, it will procure that the existing
employment rights of all IFG employees will be fully safeguarded.

11.           IFG Share Schemes

The Cash Offer will extend to any IFG Shares unconditionally allotted or issued
prior to the date on which the Cash Offer closes (or such earlier date as Choice
Publishers may, subject to the City Code, determine) as a result of the exercise
of options granted under the IFG Share Schemes.

12.           Further details

The conditions and principal further terms of the Cash Offer are set out in
Appendix I of this announcement.

Neither any member of Dennis Group, the Directors of any member of the Dennis
Group, nor so far as Dennis Group is aware, any party acting in concert with any
member of Dennis Group, owns or controls any IFG Shares (save as disclosed in
this announcement) or holds any options to purchase IFG Shares.

The Offer Document and the Form of Acceptance will be despatched as soon as
possible and, in any event, within 28 days of the date of this announcement.



Enquiries:



Choice Publishers
Ian G H Leggett, Chairman                                       020 7636 1305

Ernst & Young
(Financial adviser to Choice Publishers)
Keith Hunt                                                      020 7951 4716
Bryce D Wolfe                                                   020 7951 4540

IFG
Tom Gleeson, Managing Director                                  020 7687 7000
James Brown, Chief Executive                                    020 7687 7000
Jason Smith, Financial Director                                 020 7687 7035

Panmure
(Financial adviser to IFG)
Richard Potts                                                   020 7020 5121

Buchanan Communications
Mark Edwards / Louise Bolton                                    020 7466 5000
                                                           

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.

Ernst & Young has approved this announcement for the purposes of section 21 of
the Financial Services and Markets Act 2000.

Panmure, which is regulated by the Financial Services Authority in the conduct
of its investment business in the United Kingdom, is acting exclusively for IFG
and no one else in connection with the Cash Offer and will not regard any other
person as its client or be responsible to anyone other than IFG for providing
the protections afforded to clients of Panmure nor for giving advice to any such
person 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 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 announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase any securities.

APPENDIX I



CONDITIONS AND CERTAIN TERMS OF THE CASH OFFER



1.             CONDITIONS OF THE CASH OFFER



The Cash Offer will be subject to the following conditions:

(a)           valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m.  (London time) on the first closing date
of the Cash Offer (or such later time(s) and/or date(s) as Choice Publishers
may, subject to the rules of the City Code, decide) in respect of not less than
90 per cent. (or such lower percentage as Choice Publishers may decide) in
nominal value of the IFG Shares to which the Cash Offer relates, provided that
this condition will not be satisfied unless Choice Publishers and/or its wholly
owned subsidiaries shall have acquired or agreed to acquire (whether pursuant to
the Cash Offer or otherwise) IFG Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
IFG, including for this purpose (except to the extent otherwise agreed by the
Panel) any such voting rights attaching to any IFG Shares that are
unconditionally allotted or issued before the Cash Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise; and for this
purpose:

(i)            the expression "IFG Shares to which the Cash Offer relates" shall
be construed in accordance with sections 428 to 430F of the Act;

(ii)           IFG Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon issue; and

(iii)          acceptances shall be deemed to have been received in respect of
IFG Shares which are treated for the purposes of section 429(8) of the Act as
having been acquired or contracted to be acquired by Choice Publishers by virtue
of acceptances of the Cash Offer;

(b)           save in respect of change of control arrangements fairly disclosed
in writing to Choice Publishers or its or their advisers by or on behalf of IFG
prior to the day immediately preceding the date of this announcement, no Third
Party having intervened and there not continuing to be outstanding any statute,
regulation or order of any Third Party in each case which would or might
reasonably be expected (in any case to an extent which is material in the
context of the Dennis Group or the IFG Group, as the case may be, taken as a
whole) to:

(i)            make the Cash Offer, its implementation or the acquisition or
proposed acquisition by Choice Publishers or any member of the Dennis Group of
any shares or other securities in, or control or management of, IFG or any
member of the IFG Group void, illegal or unenforceable in any jurisdiction, or
otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay
the same or impose additional conditions or obligations with respect to the Cash
Offer or such acquisition, or otherwise impede, challenge or interfere with the
Cash Offer or such acquisition, or require amendment to the terms of the Cash
Offer or the acquisition or proposed acquisition of any IFG Shares or the
acquisition of control of IFG or the IFG Group by Choice Publishers;

(ii)           limit or delay the ability of any member of the Dennis Group or
any member of the IFG Group to acquire or to hold or to exercise effectively,
directly or indirectly, all or any rights of ownership in respect of shares or
other securities in, or to exercise voting or management control over, any
member of the IFG Group or any member of the Dennis Group;

(iii)                require, prevent or delay the divestiture or alter the
terms envisaged for any proposed divestiture by any member of the Dennis Group
of any shares or other securities in IFG;

(iv)               require, prevent or delay the divestiture or alter the terms
envisaged for any proposed divestiture by any member of the Dennis Group or by
any member of the IFG Group of all or any portion of their respective
businesses, assets or properties or limit the ability of any of them to conduct
any of their respective businesses or to own or control any of their respective
assets or properties or any part thereof;

(v)                 except pursuant to Part XIIIA of the Act, require any member
of the Dennis Group or of the IFG Group to acquire, or to offer to acquire, any
shares or other securities (or the equivalent) in any member of either group
owned by any third party;

(vi)               limit the ability of any member of the Dennis Group or of the
IFG Group to conduct or integrate or co-ordinate its business, or any part of
it, with the businesses or any part of the businesses of any other member of the
Dennis Group or of the IFG Group;

(vii)              result in any member of the IFG Group or the Dennis Group
ceasing to be able to carry on business under any name under which it presently
does so; or

(viii)            otherwise adversely affect the business, assets, profits,
financial or trading position or prospects of any member of the IFG Group or of
the Dennis Group,

and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;

(c)           all notifications and filings which are necessary having been
made, all appropriate waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Cash Offer or the acquisition or proposed acquisition of any shares or other
securities in, or control of, IFG or any other member of the IFG Group by any
member of the Dennis Group or the carrying on by any member of the IFG Group of
its business;

(d)           all Authorisations which are necessary or are reasonably
considered necessary or appropriate by Choice Publishers in any relevant
jurisdiction for or in respect of the Cash Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control of, IFG or any
other member of the IFG Group by any member of the Dennis Group or the carrying
on by any member of the IFG Group of its business having been obtained, in terms
and in a form reasonably satisfactory to Choice Publishers, from all appropriate
Third Parties or from any persons or bodies with whom any member of the IFG
Group has entered into contractual arrangements (in the case of Authorisations
relating to the activities of the IFG Group, where the absence of such
Authorisation would have a material adverse effect on the IFG Group taken as a
whole) and all such Authorisations remaining in full force and effect and there
being no notice or intimation of any intention to revoke, suspend, restrict,
modify or not to renew any of the same;

(e)           except as publicly announced by IFG (by the delivery of an
announcement to a Regulatory Information Service) prior to the day immediately
preceding the date of this announcement or as fairly disclosed in writing to
Choice Publishers or its or their advisers by or on behalf of IFG on or prior to
the day immediately preceding the date of this announcement, there being no
provision of any arrangement, agreement, licence, permit, franchise or other
instrument to which any member of the IFG Group is a party, or by or to which
any such member or any of its assets is or are or may be bound, entitled or
subject or any circumstance, which, in each case as a consequence of the Cash
Offer or the acquisition or proposed acquisition of any shares or other
securities in, or control of, IFG or any other member of the IFG Group by any
member of the Dennis Group or otherwise, would reasonably be expected to result
in (in any case to an extent which is or would be material in the context of the
IFG Group taken as a whole):

(i)            any monies borrowed by or any other indebtedness or liabilities
(actual or contingent) of, or any grant available to, any member of the IFG
Group being or becoming repayable or capable of being declared repayable
immediately or prior to its stated repayment date or the ability of any member
of the IFG Group to borrow monies or incur any indebtedness being withdrawn or
inhibited or becoming capable of being withdrawn;

ii)             the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interests of any member of the IFG Group or any such mortgage, charge or
other security interest (wherever created, arising or having arisen) becoming
enforceable;

(iii)                any such arrangement, agreement, licence, permit, franchise
or instrument, or the rights, liabilities, obligations or interests of any
member of the IFG Group thereunder, being, or becoming capable of being,
terminated or adversely modified or affected or any adverse action being taken
or any obligation or liability arising thereunder;

(iv)               any asset or interest of any member of the IFG Group being or
falling to be disposed of or ceasing to be available to any member of the IFG
Group or any right arising under which any such asset or interest could be
required to be disposed of or could cease to be available to any member of the
IFG Group otherwise than in the ordinary course of business;

(v)                 any member of the IFG Group ceasing to be able to carry on
business under any name under which it presently does so;

(vi)               the creation of liabilities (actual or contingent) by any
member of the IFG Group;

(vii)              the rights, liabilities, obligations or interests of any
member of the IFG Group under any such arrangement, agreement, licence, permit,
franchise or other instrument or the interests or business of any such member in
or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated,
adversely modified or affected; or

(viii)            the financial or trading position or the prospects or the
value of any member of the IFG Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, could result in any of the
events or circumstances which are referred to in paragraphs (i) to (viii) of
this condition (e) in any case to an extent which is or would be material in the
context of the IFG Group taken as a whole;

(f)            since 31 December 2002 and except as disclosed in IFG's annual
report and accounts for the year then ended or as otherwise publicly announced
by IFG (by the delivery of an announcement to a Regulatory Information Service)
prior to the day immediately preceding the date of this announcement or as
otherwise fairly disclosed in writing to Choice Publishers or its or their
advisers by or on behalf of IFG on or prior to the day immediately preceding the
date of this announcement, no member of the IFG Group having:

(i)            issued or agreed to issue, or authorised the issue of, additional
shares of any class, or securities convertible into or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities other than as between IFG and wholly-owned subsidiaries
of IFG and other than any options granted as disclosed to Choice Publishers or
its or their advisers prior to the day immediately preceding the date of this
announcement and any shares issued upon the exercise of any options granted
under any of the IFG Share Schemes;

(ii)           purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share capital;

(iii)                recommended, declared, paid or made any bonus, dividend or
other distribution whether payable in cash or otherwise (other than to IFG or a
wholly-owned subsidiary of IFG);

(iv)               made or authorised any change in its loan capital;

(v)                 merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any right, title or
interest in any assets (including shares in any undertaking and trade
investments) or authorised the same (which in any case is material in the
context of the IFG Group taken as a whole);

(vi)               issued or authorised the issue of, or made any change in or
to, any debentures or incurred or increased any indebtedness or liability
(actual or contingent);

(vii)              entered into, varied, or authorised any agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:

a.        is of a long term, onerous or unusual nature or magnitude or which is
or could involve an obligation of such nature or magnitude (save for any
agreement, transaction, arrangement or commitment entered into in the ordinary
course of business unless the same is unusual in the context of comparable
agreements, transactions, arrangements or commitments undertaken by the IFG
Group in the two year period prior to the date of this announcement); or

b.       could materially restrict the business of any member of the IFG Group;

(viii)            entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or other transaction
or arrangement in respect of itself or another member of the IFG Group;

(ix)                entered into or varied the terms of, any contract, agreement
or arrangement with any of the directors or senior executives of any member of
the IFG Group;

(x)                  taken any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any material part of its assets and revenues or any
analogous proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction which in any case is material in the context of the IFG Group
taken as a whole;

(xi)                been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business in any case with a material adverse effect
on the IFG Group taken as a whole;

(xii)               waived or compromised any claim which is material in the
context of the IFG Group taken as a whole;

(xiii)             made any alteration to its memorandum or articles of
association which is material in the context of the Cash Offer; or

(xiv)             entered into any agreement, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance) or
proposed or announced any intention with respect to any of the transactions,
matters or events referred to in this condition (f);

(g)           since 31 December 2002 and except as disclosed in IFG's annual
report and accounts for the year then ended or as otherwise publicly announced
by IFG (by the delivery of an announcement to a Regulatory Information Service)
prior to the day immediately preceding the date of this announcement or as
otherwise fairly disclosed in writing to Choice Publishers or its or their
advisers by or on behalf of IFG on or prior to the day immediately preceding the
date of this announcement:

(i)            there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit or prospects
(including, in each case, through the loss or material adverse variation of any
material contract or arrangement to which any member of the IFG Group is a
party) of any member of the IFG Group which in any case is material in the
context of the IFG Group taken as a whole;

(ii)           no contingent or other liability of any member of the IFG Group
having arisen or become apparent or increased which in any case is material in
the context of the IFG Group taken as a whole;

(iii)          no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the IFG Group is or may become a party
(whether as plaintiff, defendant or otherwise) having been threatened,
announced, implemented or instituted by or against or remaining outstanding
against or in respect of any member of the IFG Group which in any case is
material in the context of the IFG Group taken as a whole; and

iv)           (other than as a result of the Cash Offer) no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened, announced, implemented, instituted by or against or remaining
outstanding against or in respect of any member of the IFG Group which in any
case is material in the context of the IFG Group taken as a whole;

(h)           Choice Publishers not having discovered:

(i)            that any financial or business or other information concerning
the IFG Group disclosed at any time by or on behalf of any member of the IFG
Group, whether publicly, to any member of the Dennis Group (including to its
professional advisers) or otherwise, is misleading or contains any
misrepresentation of fact or omits to state a fact necessary to make any
information contained therein not misleading and which was not subsequently
corrected before the day immediately preceding the date of this announcement by
disclosure either publicly or otherwise to Choice Publishers to an extent which
in any case is material in the context of the IFG Group taken as a whole;

(ii)           that any member of the IFG Group is subject to any liability
(actual or contingent) which is not disclosed in IFG's annual report and
accounts for the financial year ended since 31 December 2002 or as otherwise
fairly disclosed to Choice Publishers or its or their advisers by or on behalf
of IFG on or prior to the day immediately preceding the date of this
announcement and which in any case is material in the context of the IFG Group
taken as a whole; or

(iii)          any information which affects the import of any information
disclosed at any time by or on behalf of any member of the IFG Group to an
extent which in any case is material in the context of the IFG Group taken as a
whole;

(i)       no event having occurred which would or would reasonably be expected
to result in any material loss of any rights of IFG to the intellectual property
rights in the magazines Viz or Fortean Times, including their characters.

For the purpose of these conditions:

(a)           "Third Party" means any government, government department or
governmental, quasi-governmental, supranational, statutory, regulatory or
investigative body, authority (including any national anti-trust or merger
control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;

(b)           a Third Party shall be regarded as having "intervened" if it has
decided to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided or otherwise having done
anything and "intervene" shall be construed accordingly; and

(c)           "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, provisions and approvals.

Subject to the requirements of the Panel, Choice Publishers reserves the right
to waive all or any of the above conditions, in whole or in part, except
condition (a).

Conditions (b) to (i) (inclusive) must be fulfilled, be determined by Choice
Publishers to be or remain satisfied or (if capable of waiver) be waived by
midnight on the 21st day after the later of the first closing date of the Cash
Offer and the date on which condition (a) is fulfilled (or in each case such
later date as Choice Publishers may, with the consent of the Panel, decide),
failing which the Cash Offer will lapse.  Choice Publishers shall be under no
obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of conditions (b) to (i) (inclusive) by a
date earlier than the latest date specified above for the fulfilment of that
condition.

If the Panel requires Choice Publishers to make an offer for IFG Shares under
the provisions of Rule 9 of the City Code, Choice Publishers may make such
alterations to the conditions of the Cash Offer, including to condition (a), as
are necessary to comply with the provisions of that Rule.

If the Cash Offer lapses it will cease to be capable of further acceptance.  IFG
Shareholders who have accepted the Cash Offer and Choice Publishers shall then
cease to be bound by acceptances delivered on or before the date on which the
Cash Offer lapses.

2.             Certain further terms of the Cash Offer

IFG Shares will be acquired by Choice Publishers fully paid up and free from all
liens, equities, charges, encumbrances and other third party rights and/or
interests and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends, and other distributions
declared, made or payable after the date of this announcement.

The Cash Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in part 1 of Appendix I and those terms which will
be set out in the Offer Document and such further terms as may be required to
comply with the AIM Rules of London Stock Exchange and the provisions of the
City Code.  The Cash Offer and any acceptances thereunder will be governed by
English law.

The availability of the Cash Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions.  Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.

APPENDIX II



DEFINITIONS



The following definitions apply throughout this document and the accompanying
Form of Acceptance unless the context requires otherwise:

"AIM"                              the Alternative Investment Market of the London Stock Exchange

"the Act"                          the Companies Act 1985 (as amended)

"Australia"                        the Commonwealth of Australia, its states, territories and possessions

"Canada"                           Canada, its provinces and territories and all areas subject to its
                                   jurisdiction and any political sub-division thereof

"Cash Offer"                       the recommended cash offer being made by Ernst & Young on behalf of
                                   Choice Publishers to acquire all of the IFG Shares not already held by
                                   Dennis Group, subject to the terms and conditions set out in the Offer
                                   Document and in the Form of Acceptance, and, where the context so
                                   requires, any subsequent revision, variation, extension or renewal of
                                   such offer

"Choice Publishers" or "Offeror"   Choice Publishers Limited

"City Code"                        The City Code on Takeovers and Mergers

"Closing Price"                    the closing middle market price of a IFG Share as derived from the AIM
                                   segment of the Official List

"Dennis Group"                     Dennis Publishing (UK) Limited, its subsidiaries (including Choice
                                   Publishers) and associated undertakings

"Ernst & Young"                    Ernst & Young LLP

"Form of Acceptance"               the form of acceptance and authority relating to the Cash Offer which
                                   will accompany the Offer Document

"IFG"                              I Feel Good (Holdings) plc

"IFG Group"                        IFG, its subsidiaries and subsidiary undertakings

"IFG Shareholders" or              holders of IFG Shares
"Shareholders"

"IFG Shares"                       the existing unconditionally allotted or issued and fully paid ordinary
                                   shares of 1 pence each in the capital of IFG and any further such shares
                                   which are unconditionally allotted or issued and fully paid before the
                                   date on which the Cash Offer closes (or such earlier date(s) as Choice
                                   Publishers may, subject to the City Code, determine), including any such
                                   shares so unconditionally allotted or issued pursuant to the exercise of
                                   options granted under the IFG Share Schemes

"IFG Share Schemes"                the IFG Executive Share Option Scheme, the IFG Enterprise Management
                                   Incentive Scheme, and the IFG Saving Related Share Option Scheme

"Independent Directors of IFG"     the directors of IFG excluding the Non-Executive Chairman, Alistair
                                   Ramsay, who is a director of Choice Publishers and the Managing Director
                                   of Dennis Group

"Japan"                            Japan, its cities, prefectures, and possessions

"London Stock Exchange"            the London Stock Exchange plc

"Offer Document"                   the offer document (to be posted to IFG Shareholders other than the
                                   Overseas Shareholders) detailing the terms and conditions of the Offer
"Official List"                    the Daily Official List of the London Stock Exchange

"Overseas Shareholders"            certain persons not resident in the UK, or who are citizens, residents
                                   or nationals of jurisdictions outside the UK, or who are nominees of, or
                                   custodians or trustees for, citizens, residents or nationals of other
                                   countries

"Panel"                            the Panel on Takeovers and Mergers

"Panmure"                          WestLB Panmure Limited

"Regulatory Information Service"   any of the services set out in schedule 12 of the listing rules of the
                                   UK Listing Authority

"subsidiary" and "subsidiary       have the meanings given to them in the Act
undertaking"

"UK" or "United Kingdom"           the United Kingdom of Great Britain and Northern Ireland

"United States of America", "US"   the United States of America, its territories and possessions, any state
or "United States"                 of the United States of America, the District of Columbia, and all other
                                   areas subject to its jurisdictions




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