MOP Acquisitions (LAF) Limited (the "Offeror")

Recommended Cash Offer for LA Fitness plc ("LA Fitness" or the "Company") of 220 pence per share

Summary

The Independent Directors of LA Fitness and the board of the Offeror announce that they have reached agreement on the terms of a recommended cash offer, to be made by Citigroup on behalf of the Offeror, for LA Fitness.

The Offer will be 220 pence in cash for each LA Fitness Share, valuing the entire issued share capital of LA Fitness at approximately £90.3 million. In addition, as announced on 15 April 2005, LA Fitness Shareholders on the register on 6 May 2005 will be paid an interim dividend of 0.6 pence per share on 3 June 2005.

The Offeror is a recently formed company set up by MidOcean for the purpose of making the Offer. Fred Turok and Richard Taylor, the executive directors of LA Fitness, are directors of the Offeror. Following the Offer becoming or being declared unconditional in all respects, the Offeror will be controlled by MidOcean.

The Offeror has entered into arrangements with the Turok Interests, comprising the beneficial interests of Fred Turok, and with Richard Taylor in relation to their equity involvement in the Offeror. Under these arrangements, the Turok Interests will be reinvesting approximately £7.1 million in the Offeror and Richard Taylor will be reinvesting £165,000 in the Offeror.

Irrevocable undertakings to accept the Offer have been received by the Offeror in respect of a total of  5,365,694 LA Fitness Shares and letters of support confirming intention to accept the Offer have also been received in respect of a total of 3,911,315 LA Fitness Shares, which when combined with the 3,218,021 LA Fitness Shares for which commitments under the Share Exchange Agreement have been received, represents approximately 30.4 per cent. of LA Fitness' issued share capital. 

Irrevocable undertakings to vote in favour of the Ordinary Resolution to approve the arrangements between the Offeror and the Management Team have also been received by the Offeror in respect of a total of 1,765,319 LA Fitness Shares, representing approximately 5.1 per cent. of the issued Independent LA Fitness Shares. 

Peter Jacobs, Chairman of LA Fitness, said:
 
"The Independent Directors are pleased to recommend the Offer as fair and reasonable. Furthermore, it provides LA Fitness Shareholders with the certainty of cash at a premium to the current share price against the backdrop of a challenging trading environment."

Commenting on the Offer, Christian Purslow of MidOcean said:
 
"We are delighted that the Independent Directors have decided to unanimously recommend MidOcean's offer and we look forward to working with LA Fitness' management and employees."

Commenting on the Offer, Fred Turok said:
 
"I believe that this is a good deal for all parties. After five and a half years running a listed company, I now look forward to the next stage in the development of LA Fitness in partnership with MidOcean."

This summary should be read in conjunction with, and is subject to, the full text of the announcement (available from Close Brothers upon request).

ENQUIRIES

Close Brothers 

+44 (0)20 7655 3100

Christopher Lewey
Dev Tanna

This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise.  The Offer will be made solely by the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Citigroup is acting for the Offeror and MidOcean and no-one else in connection with the Offer and will not be responsible to any other person for providing the protections afforded to clients of Citigroup or for providing advice in relation to the Offer.

Close Brothers, which is regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting for LA Fitness as financial adviser in connection with the Offer and no-one else and will not be responsible to anyone other than LA Fitness for providing the protections afforded to customers of Close Brothers, nor for providing advice in relation to the matters described herein.