RFI Reflex Grp

RNS Number:0425I
Reflex Group PLC
3 August 2001



                               REFLEX GROUP PLC


  Update on Proposed Acquisition and Disposal and Proposed Migration to AIM



Further to the announcement issued on 30 May 2001, Reflex Group plc ("Reflex")
announced today that it has signed a conditional agreement to sell its
operating subsidiary, First Rental Limited ("FRL"), to an MBO Team led by
FRL's managing director, Mr Harish Umradia. Reflex also announced that it has
signed a conditional agreement to acquire a new business.



Details of the Proposed Acquisition

Reflex has conditionally agreed to acquire the entire issued share capital of
Fitness & Leisure Group (Holdings) Limited ("FLG") for a consideration of
approximately Stg#6.6 million which will be satisfied through the issue of
88,646,876 ordinary shares in Reflex.


The principal activity of FLG is the operation of fitness and leisure
facilities in the United Kingdom. FLG currently operates 23 facilities which
are specifically targeted at, and designed for, women over 40 years of age and
has developed its own range of motorcised exercise machines which is easy to
use and suitable for any level of fitness.


In the financial year ended 31 March 2001, FLG made a pre-tax loss of Stg#
355,418 and had net assets as at 31 March 2001 of Stg#879,412.


The Directors of Reflex believe that FLG is operating in a growth sector which
is expected to deliver enhanced shareholder value through organic growth in
both membership numbers and through the opening of new clubs.




Details of the Proposed Disposal

Reflex has conditionally agreed to dispose of its operating subsidiary, First
Rental Limited ("FRL") and certain assets held by its subsidiary, Reflex
Leasing Limited, for a total consideration of Stg#3 million which will be
satisfied thorough an initial cash consideration of Stg#1.4 million and
deferred consideration amounting to Stg#1.6 million. Part of the deferred
consideration will be in the form of redeemable securities in the purchasing
company and the balance will be payable in cash.


The principal activity of FRL is the provision of fully commissioned data
processing facilities for short periods to the industrial and service sectors
in the UK and this, together with the business carried on by Reflex Leasing
Limited, comprises the only business carried on by the Reflex group.


In the financial year ended 31 December 2000, FRL made a pre-tax profit of Stg
#221,849 and had net assets at 31 December 2000 of Stg#1,475,260.


The proceeds from the disposal of FRL will be used by Reflex to fund FLG's
expansion plans.




Application for Admission to AIM

Reflex will request the Irish Stock Exchange and the UK Listing Authority,
conditional on completion of the proposed acquisition of FLG and proposed
disposal of FRL, to cancel its listing on the Official Lists as it intends to
apply for admission of its shares to trading on AIM.




Shareholder Circular

As a result of the matters set out above, the listing of Reflex's existing
ordinary shares will remain suspended pending the issue of a circular to
Reflex's shareholders describing the proposed transactions and related
matters. It is expected that this circular will be posted shortly and will
contain notice of an Extraordinary General Meeting of Reflex at which the
proposals described above and other matters will be voted on.

A further announcement will be made in due course.





Enquiries:


Tony Kilduff

Chairman, Reflex Group plc

Tel: + 353 1 660 0213


Des Carville

Director, Davy Corporate Finance

Tel: + 353 1 614 89 29

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