Offer for InterClubNet plc

RNS Number:9255O
Nicolas Roach
21 August 2003



Not for release, distribution or publication, in whole or in part, in or into
the United States, Canada, Australia, Japan or Ireland



FOR IMMEDIATE RELEASE

21 August 2003



                                INTERCLUBNET PLC



                                   Cash offer

                                       by

                  Smith & Williamson Corporate Finance Limited

                                  on behalf of

                                 Nicolas Roach

                                      for

                                InterClubNet plc



Summary

   *Nicolas Roach and the Independent Director of InterClubNet announce the
    terms of a cash offer, to be made by Smith & Williamson on behalf of Nicolas
    Roach, for the entire issued and to be issued share capital of InterClubNet
    not already owned by him.

   *The Offer will be 12 pence in cash for each InterClubNet Share, which
    values the existing issued ordinary share capital of InterClubNet at
    approximately #3.0 million.

   *Nicolas Roach holds 50.7 per cent. of the InterClubNet Shares and has
    received irrevocable undertakings to accept the Offer in respect of a
    further 11,060,374 InterClubNet Shares, representing approximately 43.8 per
    cent. of the existing issued share capital of InterClubNet.

   *The Offer represents a discount of approximately 2.0 per cent. to the
    Closing Price of 12.25 pence per InterClubNet Share on 20 August 2003, the
    last business day prior to this announcement.

   *The Independent Director, Bob Morton, has taken responsibility for
    considering the Offer and providing his views on the Offer to InterClubNet
    Shareholders.



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



Enquiries:



Smith & Williamson

Tel: [phone]

Dr A Basirov

David Jones

Independent Director

Tel: [phone]

Bob Morton

KBC Peel Hunt

Tel: [phone]

Adam Hart



Smith & Williamson, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Nicolas Roach and no one else in
connection with the Offer and will not be responsible to anyone other than
Nicolas Roach for providing the protections afforded to customers of Smith &
Williamson nor for providing advice in relation to the Offer or any other matter
referred to herein.

KBC Peel Hunt, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for InterClubNet and no one else in
connection with the Offer and will not be responsible to anyone other than
InterClubNet for providing the protections afforded to customers of KBC Peel
Hunt nor for providing advice in relation to the Offer or any other matter
referred to herein.

The Offer will not be made, directly or indirectly, in or into the United
States, Canada, Australia, Japan or Ireland and this announcement, the Offer
Document and the Form of Acceptance are not being, and should not be, mailed or
otherwise distributed or sent in or into the United States, Canada, Australia,
Japan or Ireland or any other jurisdiction outside the United Kingdom where to
do so would constitute a violation of the relevant laws of such jurisdiction.

Certain terms used in this summary are defined in Appendix III.




Not for release, distribution or publication, in whole or in part, in or into
the United States, Canada, Australia, Japan or Ireland



FOR IMMEDIATE RELEASE

21 August 2003



                                INTERCLUBNET PLC



                                   Cash offer

                                       by

                  Smith & Williamson Corporate Finance Limited

                                  on behalf of

                                 Nicolas Roach

                                      for

                                InterClubNet plc



Introduction

Nicolas Roach, the Company's Chief Executive, and the Independent Director of
InterClubNet announce the terms of a cash offer to be made by Smith & Williamson
on behalf of Nicolas Roach for the entire issued and to be issued ordinary share
capital of InterClubNet not already owned by him.

The Independent Director's views on the Offer

Having been advised by KBC Peel Hunt, the Independent Director is unable to
determine whether or not the value of the Offer is fair and reasonable, but
believes that the important factors set out in the paragraph "Factors considered
by the Independent Director in relation to the Offer" below should be carefully
considered by Shareholders in the light of their own personal circumstances
before deciding whether or not to accept the Offer. In providing such advice,
KBC Peel Hunt has taken into account the commercial assessments of the
Independent Director.

Irrevocable undertakings to accept the Offer have been provided in respect of
the holdings connected with the Independent Director of, in aggregate, 6,944,233
Ordinary Shares, representing approximately 27.5 per cent. of the existing
issued capital of InterClubNet.

The Offer

On behalf of Nicolas Roach, Smith & Williamson will offer to acquire, on the
terms and subject to the conditions set out below and in Appendix I of this
announcement, and to be set out in the Offer Document and in the Form of
Acceptance, all of the issued and to be issued InterClubNet Shares not already
owned by Nicolas Roach on the following basis:

            for each InterClubNet Share  12 pence in cash

The Offer values the whole of the current issued ordinary share capital of
InterClubNet at approximately #3.0 million.

The Offer represents a discount of 2.0 per cent. to the Closing Price of 12.25
pence on 20 August 2003, the last dealing date prior to the announcement of the
Offer.

The Ordinary Shares to which the Offer relates will be acquired by Nicolas Roach
fully paid and free from all liens, equities, mortgages, charges, encumbrances,
rights of pre-emption and other interests and together with all rights attaching
thereto, including all voting rights and the right to receive and retain all
dividends and other distributions declared, made or paid on or after the date of
this announcement.

Irrevocable undertakings to accept the Offer and interests in InterClubNet

Nicolas Roach has received irrevocable undertakings to accept the Offer from
InterClubNet Shareholders in respect of an aggregate of 11,060,374 Ordinary
Shares representing approximately 43.8 per cent. of the issued share capital of
the Company. These irrevocable undertakings remain binding in respect of
4,116,141 InterClubNet Shares in the event that a higher offer is made for the
Company unless the Offer lapses or is withdrawn.

The InterClubNet Shareholders who have given irrevocable undertakings to accept
the Offer in respect of their entire holdings in the Company are: Sportnet
Investments Limited (in respect of 1,293,916 Ordinary Shares), a trust of which
Nicolas Roach may become a beneficiary; Groundlinks Limited and Southwind
Limited (in respect of 3,603,429 and 3,340,804 Ordinary Shares respectively),
companies owned by trusts of which the beneficiaries are the children of Bob
Morton; Aedin Kavanagh (in respect of 9,803 Ordinary Shares), the wife of Ian
Lakin, a director of the Company; Radcliffes Trustee Company SA (in respect of
1,517,211 Ordinary Shares); and Sterling Securities Limited (in respect of
1,295,211 Ordinary Shares). SWIM purchased 203,500 Ordinary Shares on 20 August
2003 at a price of 12 pence per share. In certain circumstances SWIM will have
the right to require Nicolas Roach to purchase these shares at a price of 12
pence per share. These purchases represent SWIM's entire holding in the Company.

Cancellation of AIM trading facility

Because of the illiquidity in trading in the Company's Ordinary Shares and the
costs of maintaining the public quotation, the Board resolved on 20 August 2003
to apply to the London Stock Exchange for the cancellation of the Company's AIM
trading facility, irrespective of whether the Offer becomes, or is declared,
unconditional in all respects. Accordingly, the Company's AIM trading facility
is expected to be cancelled with effect from the close of business on 19
September 2003. This action will significantly reduce the liquidity and
marketability of Ordinary Shares not assented under the Offer and Shareholders
who do not accept the Offer may be left with minority shareholdings in an
unquoted private company from which it would be difficult to exit or realise
value.

Background to and reasons for the Offer

The interim results for the six months ended 30 November 2002 and the
preliminary results for the year ended 31 May 2003 indicate declining prospects
for the Group. In the light of these prospects and the Board's decision to apply
for the cancellation of the Company's AIM trading facility, Nicolas Roach, who
owns 12,820,887 Ordinary Shares (representing approximately 50.7 per cent. of
the Ordinary Shares), believes that other InterClubNet Shareholders might prefer
the certainty of an offer in cash to the uncertainty of a minority shareholding
in an unquoted company. He is therefore making the Offer for all of the Ordinary
Shares that he does not already own.

Factors considered by the Independent Director in relation to the Offer

In considering the merits of the Offer on behalf of all Shareholders, the
Independent Director has taken into account the following important
considerations:

Possible arguments against accepting the Offer

   *the maintenance of the Group's current cash balance and the future cash
    receipts and payments of the Group depend on the future actions of the
    Group's management. A number of anticipated receipts and payments are not
    due to be received or made until some future date and circumstances may
    change which will affect either the sum that will be received or paid or
    even whether a sum will be received or paid at all. The timing and quantum
    of future cash flows are therefore difficult to enumerate and it has proved
    difficult to assign a fair present value to them. Accordingly, the
    Independent Director is unable to determine whether or not the value of the
    Offer is fair or reasonable because it is possible that 12 pence per
    Ordinary Share undervalues the Company;

Possible arguments for accepting the Offer

   *the Offer represents an immediate and certain cash sum for Shareholders
    at a discount of 2.0 per cent. to the Closing Price on 20 August 2003 (being
    the last dealing day prior to the announcement of the Offer), compared to
    the uncertain potential future returns from remaining a Shareholder,
    particularly taking into account the costs of maintaining the Company until
    such time as all future income is realised;

   *Nicolas Roach holds 50.7 per cent. of the issued Ordinary Shares and has
    irrevocable undertakings to accept the Offer in respect of a further 43.8
    per cent.;

   *InterClubNet Shares currently and historically have enjoyed limited
    liquidity whilst the Offer provides all Shareholders with the opportunity to
    realise their entire investment in the Company for cash;

   *Shareholders who accept the Offer will be able to dispose of their
    Ordinary Shares free of dealing costs;

   *as irrevocable undertakings have been received which represent 88.8 per
    cent. of the Ordinary Shares to which the Offer relates, if Nicolas Roach
    receives acceptances for a further 1.2 per cent. of such shares, he may be
    entitled to (and has stated that he intends to) invoke the provisions of
    s428 to 430F of the Act, which will allow him to acquire compulsorily all
    Ordinary Shares which are not assented under the Offer, whether or not the
    Shareholders holding such Ordinary Shares wish their Ordinary Shares to be
    so acquired; and

   *in addition, as set out above, the Board resolved on 20 August 2003 to
    apply to the London Stock Exchange for the cancellation of the Company's AIM
    trading facility with effect from the close of business on 19 September 2003
    irrespective of whether the Offer becomes, or is declared, unconditional in
    all respects on or before that date. This will significantly reduce the
    ability of Shareholders to realise their shareholdings at their own
    discretion in the future and Shareholders who do not accept the Offer may be
    left with minority shareholdings in an unquoted company from which it would
    be difficult to exit or realise value.

The Independent Director believes that these are all factors to which
considerable weight should be attached by Shareholders. Accordingly, and taking
into account the factors set out above, he is unable to determine whether or not
the Offer is fair and reasonable.

Nevertheless, having been advised by KBC Peel Hunt, he believes that
Shareholders have three principal courses of action to consider in respect of
the Offer:

(a) they may choose to accept the Offer of 12 pence in cash per Ordinary Share;

        (b) they may choose not to accept the Offer of 12 pence in cash per
        Ordinary Share, but it is possible that (i) their InterClubNet Shares
        will be compulsorily purchased at a price of 12 pence per Ordinary Share
        at some future date should Nicolas Roach invoke the provisions of s428
        to 430F of the Act (as he has stated that he intends to do), which will
        allow him to acquire compulsorily all Ordinary Shares which are not
        assented under the Offer, whether or not the Shareholders holding such
        Ordinary Shares wish their Ordinary Shares to be so acquired, and (ii)
        if Nicolas Roach does not invoke the provisions of s428 to 430F of the
        Act, then as a result of the cancellation of the AIM trading facility
        any Shareholders choosing not to accept the Offer will be left with a
        minority shareholding in the Company which will no longer be publicly
        traded, thereby significantly reducing the ability of such Shareholders
        to realise their shareholdings at their own discretion in the future; or

        (c) they may choose to sell their shares in the open market where the
        price that may be obtainable may vary from time to time and may not be
        equal to, or exceed, the 12 pence in cash per Ordinary Share available
        through the Offer once dealing costs are taken into account.


Information on Nicolas Roach and financing of the Offer

Nicolas Roach is the founder and Chief Executive of InterClubNet. The cash
payable under the Offer will be provided by Nicolas Roach from his own
resources. Further information on Nicolas Roach and the financing of the Offer
will be set out in the Offer Document.

Information on InterClubNet

InterClubNet's activities consist of software design, testing, consultancy and
implementation for the sports and telecommunication industries. For the year
ended 31 May 2003, InterClubNet achieved consolidated Group turnover of #5.8
million (2002: #8.1 million) and consolidated Group loss before tax of #996,000
(2002: #1,423,000 profit). As at 31 May 2003, InterClubNet had consolidated
Group net assets of #4.0 million (2002: #5.0 million).

Management and employees

Nicolas Roach has confirmed to the Independent Director of InterClubNet that
following the Offer becoming or being declared unconditional in all respects,
the existing employment rights, including the pension rights, of all
InterClubNet employees will be fully honoured.

Compulsory acquisition

If Nicolas Roach receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the InterClubNet Shares to which the
Offer relates and assuming all the other conditions of the Offer have been
satisfied or waived, Nicolas Roach intends to exercise his rights pursuant to
the provisions of sections 428 to 430F of the Act to acquire compulsorily the
remaining InterClubNet Shares on the same terms as the Offer. It is also
proposed that InterClubNet will be re-registered as a private company in due
course.

General

The conditions and certain further terms of the Offer are set out in Appendix I
of this announcement. Sources of information and bases of calculation used in
the announcement are given in Appendix II. The definitions of certain terms used
in this announcement are contained in Appendix III.

Smith & Williamson, on behalf of Nicolas Roach, will despatch the Offer
Document, setting out full details of the Offer as soon as practicable and in
any event within 28 days of the date of this announcement.

This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.

The Offer will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.

The laws of the relevant jurisdictions may affect the availability of the Offer
to persons not resident in the UK. Persons who are not resident in the UK, or
who are subject to the laws of any jurisdiction other than the UK, should inform
themselves about, and observe, any applicable requirements. Further details in
relation to overseas shareholders will be contained in the Offer Document.

The Offer referred to in this announcement will not be made, directly or
indirectly, in or into the United States, Canada, Australia, Japan or Ireland or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of such jurisdiction and the Offer cannot be accepted from or within the
United States, Canada, Australia, Japan or Ireland or any other such
jurisdiction. Accordingly, this announcement, the Offer Document and the Form of
Acceptance or any accompanying document will not be, directly or indirectly,
mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia, Japan or Ireland or any other such jurisdiction.

Any person (including nominees, trustees and custodians) who would, or otherwise
intends to, forward this announcement, the Offer Document and the Form of
Acceptance or any accompanying document to any jurisdiction outside the UK
should refrain from doing so and seek appropriate professional advice before
taking any action.



Enquiries:



Smith & Williamson

Tel: [phone]

Dr A Basirov

David Jones

Independent Director

Tel: [phone]

Bob Morton

KBC Peel Hunt

Tel: [phone]

Adam Hart




Smith & Williamson, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Nicolas Roach and no one else in
connection with the Offer and will not be responsible to anyone other than
Nicolas Roach for providing the protections afforded to customers of Smith &
Williamson nor for providing advice in relation to the Offer or any other matter
referred to herein.

KBC Peel Hunt, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for InterClubNet and no one else in
connection with the Offer and will not be responsible to anyone other than
InterClubNet for providing the protections afforded to customers of KBC Peel
Hunt nor for providing advice in relation to the Offer or any other matter
referred to herein.



APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer, which will be made by Smith & Williamson on behalf of Nicolas Roach,
will comply with the provisions of the Code. The 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. on the first closing date of the Offer, (or such
    later time(s) and/or date(s) as Nicolas Roach may, subject to the rules of
    the City Code, decide) in respect of not less than 90 per cent. (or such
    lower percentage as Nicolas Roach may decide) in nominal value of the
    Ordinary Shares to which the Offer relates, including for this purpose (to
    the extent, if any, required by the Panel) any such voting rights attaching
    to any Ordinary Shares that are unconditionally allotted or issued before
    the Offer becomes or is declared unconditional as to acceptances, whether
    pursuant to the exercise of any outstanding conversion or subscription
    rights or otherwise and for this purpose: (i) Ordinary Shares which have
    been unconditionally allotted but not issued shall be deemed to carry the
    voting rights they will carry upon issue; and (ii) the expression "Ordinary
    Shares to which the Offer relates" shall be construed in accordance with
    sections 428 to 430F (inclusive) of the Act;

    (b) Nicolas Roach not having discovered or otherwise become aware prior to
    the date when the Offer would otherwise have become or been declared
    unconditional that the Secretary of State for Trade and Industry intends, or
    is reasonably likely, to refer the proposed acquisition of InterClubNet by
    Nicolas Roach, or any matters arising therefrom, to the Competition
    Commission;

    (c) no government or governmental, quasi-governmental, supranational,
    statutory, administrative or regulatory body, or any court, institution,
    investigative body, association, trade agency or professional or
    environmental body or any other person or body in any jurisdiction (each, a
    "Third Party") having decided to take, institute, implement or threaten any
    action, proceeding, suit, investigation, enquiry or reference or enacted,
    made or proposed any statute, regulation, decision or order or having taken
    any other step or done anything and there not continuing to be outstanding
    any statute, regulation, decision or order which would or might reasonably
    be expected to:

        (i) materially restrict or restrain, prohibit, materially delay, impose
        additional material adverse conditions or obligations with respect to,
        or otherwise materially interfere with the implementation of, the Offer
        for any InterClubNet Shares by Nicolas Roach or any matters arising
        therefrom;

        (ii) require, prevent or materially delay the divestiture (or materially
        alter the terms envisaged for such divestiture) by any member of the
        wider InterClubNet Group of all or any material portion of its business,
        assets or properties or impose any material limitation on its ability to
        conduct its business or own its assets or properties or any part
        thereof;

        (iii) impose any material limitation on, or result in a material delay
        in, the ability of Nicolas Roach to acquire or hold or exercise
        effectively, directly or indirectly, all or any rights of ownership of
        shares or other securities of any member of the wider InterClubNet Group
        or on the ability of any member of the wider InterClubNet Group to hold
        or exercise effectively, directly or indirectly, all or any rights of
        ownership of shares or other securities or to exercise management
        control over any other member of the wider InterClubNet Group;

        (iv) require Nicolas Roach or any member of the wider InterClubNet Group
        to offer to acquire any shares or other securities or rights thereover
        in any member of the wider InterClubNet Group owned by any Third Party;

        (v) make the Offer or its implementation or the proposed acquisition by
        Nicolas Roach of any shares or other securities in InterClubNet or the
        acquisition or control of InterClubNet or any member of the wider
        InterClubNet Group, illegal, void or unenforceable in or under the laws
        of any jurisdiction or directly or indirectly materially restrict or
        materially delay, prohibit or otherwise interfere with the
        implementation of, or impose additional conditions or obligations with
        respect to, or otherwise challenge, the Offer or the acquisition of any
        shares in InterClubNet, or control of InterClubNet, by Nicolas Roach;

        (vi) result in any member of the wider InterClubNet Group ceasing to be
        able to carry on business under any name under which it presently does
        so, the consequences of which would be material in the context of the
        InterClubNet Group taken as a whole; or

        (vii) otherwise materially and adversely affect the business, assets,
        prospects or profits of any member of the InterClubNet Group,

    and all applicable waiting and other time periods during which any such
    Third Party could decide to take, institute, implement or threaten any such
    action, proceeding, suit, investigation, enquiry or reference or otherwise
    intervene having expired, lapsed or been terminated;

    (d) all authorisations, orders, grants, recognitions, consents, clearances,
    confirmations, licences, permissions and approvals ("authorisations")
    necessary or appropriate in any jurisdiction for or in respect of the Offer
    and the proposed acquisition of any shares or securities, directly or
    indirectly, in, or control of, InterClubNet or any member of the wider
    InterClubNet Group by Nicolas Roach having been obtained in terms and/or
    form reasonably satisfactory to Nicolas Roach from all appropriate Third
    Parties or (to an extent which is material in the context of the
    InterClubNet Group taken as a whole) from any persons or bodies with whom
    Nicolas Roach or any member of the InterClubNet Group has entered into
    contractual arrangements and such authorisations together with all
    authorisations necessary (to an extent which is material in the context of
    the InterClubNet Group taken as a whole) for any member of the wider
    InterClubNet Group to carry on its business remaining in full force and
    effect and there being no notice or intimation of any intention to revoke,
    suspend, materially modify or not to renew the same and all necessary
    filings having been made, all appropriate waiting and other time periods
    (including extensions thereto) under any applicable legislation and
    regulations in any jurisdiction having expired, lapsed or been terminated
    and all necessary statutory or regulatory obligations in any jurisdiction in
    respect of the Offer or the proposed acquisition of InterClubNet by Nicolas
    Roach or of any InterClubNet Shares or any matters arising therefrom having
    been complied with;

    (e) save as publicly announced by InterClubNet prior to 21 August 2003 and
    in each case delivered to a Regulatory Information Service (as defined in
    the UKLA Listing Rules) or as fairly disclosed in writing by InterClubNet to
    Nicolas Roach prior to 21 August 2003 (such information being referred to as
    "publicly announced"), there being no provision of any agreement, permit,
    lease, licence or other instrument to which any member of the wider
    InterClubNet Group is a party or by or to which it or any of its assets may
    be bound or subject which, as a consequence of the making or implementation
    of the Offer or the acquisition by Nicolas Roach directly or indirectly of
    InterClubNet or because of a change in the control or management of
    InterClubNet or any member of the wider InterClubNet Group, could or might
    reasonably be expected to result in (to an extent which is material in the
    context of the InterClubNet Group taken as a whole):

        (i) any moneys borrowed by, or other indebtedness (actual or contingent)
        of, or grant available to, any member of the wider InterClubNet Group
        becoming repayable or capable of being declared repayable immediately or
        earlier than the stated maturity or repayment date or the ability of any
        member of the wider InterClubNet Group to borrow moneys or incur
        indebtedness being or becoming capable of being withdrawn or inhibited
        or any such agreement, permit, lease, licence or other instrument or any
        right, interest, liability or obligation of any member of the wider
        InterClubNet Group therein, being terminated or adversely modified or
        affected or any adverse action being taken or any onerous obligation or
        liability arising thereunder;

        (ii) any mortgage, charge or other security interest being created over
        the whole or any part of the business, property or assets of any member
        of the wider InterClubNet Group or any such security (whenever arising)
        becoming enforceable;

        (iii) the value of any member of the wider InterClubNet Group or its
        financial or trading position or prospects being prejudiced or adversely
        affected;

        (iv) any assets or interests of any member of the wider InterClubNet
        Group being or falling to be charged or disposed of or any right arising
        under which any such asset or interest could be required to be disposed
        of or charged otherwise than in the ordinary course of business;

        (v) the rights, liabilities, obligations or interests or business of any
        member of the wider InterClubNet Group in or with any other person, firm
        or company (or any arrangement relating to such interest or business)
        being terminated or adversely modified or affected;

        (vi) any member of the wider InterClubNet Group ceasing to be able to
        carry on business under any name under which it currently does so; or

        (vii) the creation of any liability, actual or contingent, by any member
        of the wider InterClubNet Group;

    (f) since 31 May 2002 (save as disclosed in the audited accounts for the
    year ended 31 May 2002 (the "InterClubNet Accounts") or save as publicly
    announced), no member of the InterClubNet Group having:

        (i) issued or agreed to issue or authorised or proposed the issue of
        additional shares of any class or securities convertible into or rights,
        warrants or options to subscribe for or acquire any such shares or
        convertible securities;

        (ii) recommended, declared, paid or made or proposed to recommend,
        declare, pay or make any dividend, bonus or other distribution (whether
        payable in cash or otherwise) other than dividends lawfully paid to
        InterClubNet or wholly-owned subsidiaries of InterClubNet;

    (iii) merged with or demerged or acquired any body corporate, partnership or
    business;

        (iv) acquired, or (other than in the ordinary course of business)
        disposed of, transferred, mortgaged or charged or created any security
        interest over any asset or any right, title or interest in any asset
        (including shares and trade investments) or authorised, proposed or
        announced any intention to do so which, in any such case, is material in
        the context of the InterClubNet Group taken as a whole;

        (v) issued or authorised or proposed the issue of any debentures or
        incurred or increased any indebtedness or contingent liability or made,
        authorised, proposed or announced an intention to propose any change in
        its share or loan capital;

        (vi) entered into or varied or announced its intention to enter into or
        vary any contract, transaction, commitment or arrangement (whether in
        respect of capital expenditure or otherwise) which is of a long term or
        unusual nature or which involves or could involve an obligation of a
        nature or magnitude which, in any such case, is material in the context
        of the InterClubNet Group taken as a whole or which is or is likely to
        be restrictive in any material respect on the business of any member of
        the wider InterClubNet Group or Nicolas Roach;

        (vii) entered into, implemented, authorised or proposed any
        reconstruction, amalgamation, scheme of arrangement or other transaction
        or arrangement otherwise than in the ordinary course of business or
        announced any intention to do so;

        (viii) entered into, or varied in any material respect the terms of, any
        contract or agreement with any of the directors or senior executives of
        InterClubNet or any of its subsidiaries;

        (ix) taken or proposed any corporate action or had any material legal
        proceedings started or threatened against it or had any petition
        presented for its winding-up (voluntary or otherwise), dissolution or
        reorganisation or for the appointment of a receiver, administrator,
        administrative receiver, trustee or similar officer of all or any of its
        assets and/or revenues or any analogous proceedings in any jurisdiction;

        (x) waived or compromised any material claim other than in the ordinary
        course of business;

        (xi) made any material amendment to its memorandum or articles of
        association;

        (xii) purchased, redeemed or repaid or proposed the purchase, redemption
        or repayment of any of its own shares or other securities or reduced or
        made any other change to any part of its share capital;

        (xiii) been unable or admitted 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; or

        (xiv) entered into, varied or modified any contract, commitment or
        agreement with respect to any of the transactions, matters or events
        referred to in this condition (f) or announced an intention to do so;

    (g) since 31 May 2002 (save as disclosed in the InterClubNet Accounts or
    save as publicly announced):

        (i) no litigation, arbitration, prosecution or other legal proceedings
        having been instituted, announced or threatened or become pending or
        remaining outstanding by or against any member of the wider InterClubNet
        Group or to which any member of the wider InterClubNet Group is or may
        become a party (whether as claimant, respondent or otherwise) and no
        enquiry or investigation by or complaint or reference to any Third Party
        or other investigative body having been threatened, announced,
        implemented or instituted or remaining outstanding against or in respect
        of any member of the wider InterClubNet Group which, in any such case,
        would or might reasonably be expected adversely to affect any member of
        the wider InterClubNet Group to an extent which is material in the
        context of the InterClubNet Group taken as a whole;

        (ii) no material adverse change having occurred in the business, assets,
        financial or trading position, profits or prospects of the wider
        InterClubNet Group taken as a whole; or

        (iii) no contingent or other liability having arisen which might
        reasonably be expected materially adversely to affect the InterClubNet
        Group taken as a whole;

    (h) Nicolas Roach not having discovered that (other than to the extent
    disclosed in writing by InterClubNet to Nicolas Roach prior to 21 August
    2003):

        (i) any business, financial or other information concerning any member
        of the wider InterClubNet Group publicly disclosed or disclosed to
        Nicolas Roach at any time by or on behalf of any member of the
        InterClubNet Group is misleading, contains a misrepresentation of fact
        or omits to state a fact necessary to make the information contained
        therein not misleading which, in any such case, is material in the
        context of the InterClubNet Group taken as a whole;

        (ii) any member of the wider InterClubNet Group is subject to any
        liability, actual or contingent, which is not disclosed in the
        InterClubNet Accounts and which is material in the context of the
        InterClubNet Group taken as a whole;

        (iii) any past or present member of the wider InterClubNet Group has not
        complied with all applicable legislation or regulations of any
        jurisdiction with regard to the storage, disposal, discharge, spillage,
        leak or emission of any waste or hazardous substance or any substance
        likely to impair the environment or to harm human health or otherwise
        relating to environmental matters (which non-compliance might give rise
        to any liability (whether actual or contingent) on the part of any
        member of the wider InterClubNet Group which is material in the context
        of the InterClubNet Group taken as a whole) or that there has otherwise
        been any such disposal, discharge, spillage, leak or emission (whether
        or not the same constituted a non-compliance by any person with any such
        legislation or regulations and wherever the same may have taken place)
        which in any such case might give rise to any liability (whether actual
        or contingent) on the part of any member of the wider InterClubNet Group
        which is material in the context of the InterClubNet Group taken as a
        whole;

        (iv) there is, or is likely to be, any liability (whether actual or
        contingent) to make good, repair, reinstate or clean up any property now
        or previously owned, occupied or made use of by any past or present
        member of the wider InterClubNet Group or any controlled waters under
        any environmental legislation, regulation, notice, circular or order of
        any Third Party or otherwise and which is material in the context of the
        InterClubNet Group taken as a whole; or

        (v) circumstances exist (whether as a result of the making of the Offer
        or otherwise) which would be likely to lead to any Third Party
        instituting, or whereby any member of the wider InterClubNet Group or
        Nicolas Roach would be likely to be required to institute, an
        environmental audit or take any other steps which in any such case would
        be likely to result in any actual or contingent liability on the part of
        any member of the wider InterClubNet Group or Nicolas Roach to improve
        or install new plant or equipment or make good, repair, re-instate or
        clean up any land or other asset now or previously owned, occupied or
        made use of by any member of the wider InterClubNet Group which
        liability is or is likely to be material in the context of the
        InterClubNet Group taken as a whole.

For the purpose of these conditions: (a) "wider InterClubNet Group" means
InterClubNet, its subsidiaries, subsidiary undertakings and associated
undertakings and any other body corporate, partnership, joint venture or person
in which InterClubNet and such undertakings (aggregating their interests) have
an interest in 20 per cent. or more of the voting or equity capital (or the
equivalent); and (b) "subsidiary", "subsidiary undertaking", "associated
undertaking" and "undertaking" shall be construed in accordance with the Act
(but for this purpose ignoring paragraph 20(l)(b) of Schedule 4A of the Act).

Nicolas Roach reserves the right to waive all or any of conditions (b) to (h)
(inclusive) above, in whole or in part. Conditions (b) to (h) (inclusive) must
be fulfilled or waived by midnight on the 21st day after the later of the first
closing date of the Offer and the date on which condition (a) is fulfilled (or
such later date as the Panel may agree). Nicolas Roach shall be under no
obligation to waive or treat as fulfilled any of conditions (b) to (h)
(inclusive) by a date earlier than the latest date specified above for the
fulfilment thereof notwithstanding that the other conditions of the Offer may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be
capable of fulfilment.

Nicolas Roach may not invoke any of conditions (e) to (h) inclusive so as to
cause the Offer to lapse if the circumstances giving rise to the right to invoke
the condition arise as the result of events under the control of Nicolas Roach
which occur after the date of the announcement of the Offer or which were known
to Nicolas Roach prior to that date.

If Nicolas Roach is required by the Panel to make an offer for InterClubNet
Shares under the provisions of Rule 9 of the Code, Nicolas Roach may make such
alterations to the conditions as are necessary to comply with the provisions of
that Rule.

The Offer will lapse if the Offer is referred to the Competition Commission
before the later of 3.00 p.m. on the first closing date of the Offer and the
date when the Offer becomes or is declared unconditional as to acceptances.

If the Offer lapses, it will cease to be capable of further acceptance and
accepting InterClubNet Shareholders and Nicolas Roach will cease to be bound by
Forms of Acceptance submitted on or before the time when the Offer lapses.



APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

In this announcement, unless otherwise stated, or the context otherwise
requires, the following bases of calculation and sources of information have
been used:

        (a)  Unless otherwise stated, financial information concerning
        InterClubNet has been derived from the published annual report and
        accounts and the interim and preliminary results of InterClubNet for the
        relevant periods.

        (b)  The value of the Offer is based on 25,275,760 Ordinary Shares in
            issue based on the InterClubNet share register as at 20 August 2003.
            The International Securities Identification Number for the Ordinary
            Shares is GB0009247247.




APPENDIX III

DEFINITIONS

The following definitions apply throughout this announcement, unless the context
requires otherwise:



                                        "Act" or the "Companies Act"  the
                                        Companies Act 1985, as amended

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

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

                                        "authorisations"  authorisations,
                                        orders, grants, recognitions,
                                        confirmations, consents, clearances,
                                        certificates, permissions or approvals

                                        "Board" or "Directors" the board of
                                        directors of InterClubNet

                                        "business day"  a day (other than a
                                        Saturday, Sunday or public holiday) on
                                        which banks are generally open for
                                        business in the City of London

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

                                        "Closing Price"  the closing middle
                                        market price of an Ordinary Share as
                                        derived from the AIM Appendix to the
                                        Daily Official List of the London Stock
                                        Exchange on a particular trading day

                                        "Code" or "City Code"  The City Code on
                                        Takeovers and Mergers as from time to
                                        time interpreted by the Panel

                                        "Form of Acceptance"  the form of
                                        acceptance, authority and election for
                                        use by InterClubNet Shareholders in
                                        connection with the Offer to accompany
                                        the Offer Document

                                        "Independent Director"  Bob Morton

                                        "InterClubNet" or the "Company"
                                        InterClubNet plc

                                        "InterClubNet Group" or the "Group"
                                        InterClubNet and its subsidiary
                                        undertakings and, where the context
                                        permits, each of them

                                        "InterClubNet Shareholders" or
                                        "Shareholders" the holders of Ordinary
                                        Shares

                                        "InterClubNet Shares"  the Ordinary
                                        Shares

                                        "Ireland"  the Republic of Ireland, its
                                        cities, counties and possessions

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

                                        "KBC Peel Hunt" KBC Peel Hunt Limited

                                        "London Stock Exchange"  London Stock
                                        Exchange plc

                                        "Nicolas Roach" Nicolas James Roach of
                                        Northbrook Farm, Farnham, Surrey, GU10
                                        5EU

                                        "Offer Document"  the formal offer
                                        document to be sent to InterClubNet
                                        Shareholders

                                        "Offer Period"  the period commencing on
                                        21 August 2003 until whichever of the
                                        following dates shall be the later of
                                        (i) the first closing date of the Offer,
                                        (ii) the date on which the Offer lapses
                                        and (iii) the date on which the Offer
                                        becomes unconditional as to acceptances

                                        "Offer"  the cash offer to be made by
                                        Smith & Williamson on behalf of Nicolas
                                        Roach to acquire all of the issued and
                                        to be issued Ordinary Shares on the
                                        terms and subject to the conditions to
                                        be set out in the Offer Document and the
                                        Form of Acceptance, including, any
                                        subsequent revision, variation,
                                        extension or renewal thereof

                                        "Ordinary Shares"  the existing
                                        unconditionally allotted or issued and
                                        fully paid ordinary shares of 5 pence
                                        each in the capital of InterClubNet and
                                        any further such shares which are
                                        unconditionally allotted or issued prior
                                        to the date on which the Offer closes
                                        (or such earlier date or dates, not
                                        being earlier than the date on which the
                                        Offer becomes or is declared
                                        unconditional as to acceptances or, if
                                        later, the first closing date of the
                                        Offer, as Nicolas Roach may, subject to
                                        the City Code and the consent of the
                                        Panel, decide)

                                        "Panel"  the Panel on Takeovers and
                                        Mergers

                                        "pounds" or "#"  UK pounds sterling

                                        "Smith & Williamson" Smith & Williamson
                                        Corporate Finance Limited

                                        "SWIM" Smith & Williamson Investment
                                        Management Limited

                                        "UKLA"  the UK Listing Authority, being
                                        the Financial Services Authority acting
                                        in its capacity as the competent
                                        authority for the purposes of Part IV of
                                        the Financial Services and Markets Act
                                        2000



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

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



All the times referred to in this announcement are London times






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

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