ARE.L Regulatory News (ARE)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

23 February 2012

RECOMMENDED CASH OFFER

by

Aldersgate Investments Limited ("Aldersgate")

for

Arena Leisure plc ("Arena")

Voting process

The board of Arena notes the recent press coverage concerning 'boiler room scams' being used to target shareholders in UK companies.

In light of this and the recommended cash offer made by Aldersgate to acquire the entire issued and to be issued capital of Arena not already owned by Aldersgate and persons acting in concert with it, Shareholders are reminded of the following:

·; The Offer is being effected by way of a scheme of arrangement.

·; The implementation of the Scheme will require the approval of the Scheme by Scheme Shareholders at the Court Meeting on 7 March 2012 and the passing by Arena Shareholders of the Special Resolution to be proposed at the General Meeting to be held immediately after the Court Meeting.

·; Aldersgate and its concert parties are not entitled to vote at the Court Meeting but have agreed to be bound by the terms of the Scheme.

·; It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Shareholder opinion.

·; Whether or not Shareholders propose to attend either or both of the Shareholder Meetings in person, Shareholders are urged to complete BOTH Forms of Proxy sent to them with the Scheme Document in accordance with the instructions printed thereon and to return them to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, BR3 4TU as soon as possible and in any event by no later than:

·; 10.00 a.m. on 5 March 2012 in the case of the WHITE Form of Proxy for the Court Meeting; and

·; 10.15 a.m. on 5 March 2012 in the case of the BLUE Form of Proxy for the General Meeting,

or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting.

As an alternative to completing and returning the printed Forms of Proxy, Shareholders may submit Forms of Proxy electronically, so as to be received by Capita Registrars no later than the dates and times specified above for printed Forms of Proxy, by logging on to www.capitashareportal.com and following the instructions there.

·; Shareholders should be aware that Capita Registrars have been appointed by Arena to make contact with Shareholders by telephone to remind them of the above voting process. Accordingly, Shareholders may have received, or may well receive in the next few days, a call from Capita Registrars in this regard.

·; Subject to the Scheme becoming effective, settlement of the Cash Consideration to which any holder of Scheme Shares is entitled thereunder will be effected within 14 days of the Scheme Effective Date.

·; If Shareholders have questions relating to the Scheme Document, either of the Shareholder Meetings or the completion and return of the Forms of Proxy, they should telephone Capita Registrars on 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number will be charged at 10 pence per minute (including VAT) plus network extras, while calls from outside the UK will be charged at international rates. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Capitalised terms in this announcement have the same meanings as set out in the Scheme Document.

The Offer is made on the terms and subject to the conditions and further terms set out in the Scheme Document and Forms of Proxy.

Investec Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Arena and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Arena for providing the protections afforded to clients of Investec nor for providing advice in connection with the Offer or any matter referred to herein.

Altium Capital Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Arena and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Arena for providing the protections afforded to clients of Altium nor for providing advice in connection with the Offer or any matter referred to herein.

HSBC Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Aldersgate and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Aldersgate for providing the protections afforded to clients of HSBC Bank plc nor for providing advice in connection with the Offer or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. Arena and Aldersgate urge Arena Shareholders to read the Scheme Document because it contains important information relating to the Offer.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Aldersgate or required by the City Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Offer must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Arena Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas Arena Shareholders are contained in the Scheme Document.

Aldersgate reserves the right to elect, with the consent of the Panel, to implement the Offer by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, free of charge, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Arena's website at www.arenaleisureplc.com/investor-information.html by no later than 12 noon (London time) on the Business Day following the date of this announcment.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Arena's website (or any other website) is incorporated into, or forms part of, this announcement.