BIDS.L Regulatory News (BIDS)

26 Jul 2006 08:08

ADDleisure PLC26 July 2006 ADDleisure plc / Ticker: ADE.L / Index: AIM / Sector: Leisure 26 July 2006 ADDleisure plc ('ADDleisure' or 'the Company') Acquisition of In Moments Ltd ADDleisure plc, the AIM traded company formed to develop products and servicesin the health and leisure sectors, has acquired a 90% interest in In MomentsLimited ('In Moments') from Michael Warshaw and others ("the Vendors"), forconsideration of the issue of 11.25 million new ordinary shares of 0.5 penceeach in the Company ("Ordinary Shares") at an issue price of 5 pence per shareand the grant of 3.5 million warrants to subscribe new ordinary shares,exercisable at 5 pence per share. In Moments was formed by Michael Warshaw and others to develop and exploit newhealth and fitness related retail opportunities. It will initially focus ondeveloping ADDleisure's new high street shape and vitality centres. Thesecombine Power Plate equipment and Fitbug programmes to offer personalisedtraining to the public. The Company will open its first centre in the UK in thefourth quarter of 2006 and, through a joint venture with a third party, willsimultaneously open a centre in Hong Kong. Michael Warshaw has a strong track record in the sector. He purchased premiumlifestyle brand, Molton Brown in 1990 and successfully grew it into aninternational business before its sale to Kao Corporation of Japan for £170mlast year. ADDleisure Chairman Allan Fisher said: "Michael has a profound understanding ofconsumer requirements and we are delighted to have concluded this deal and to beworking closely with him and his associates on developing our new centres." Michael Warshaw commented: "The team at ADDleisure are innovative, highlyexperienced and very focussed. We are delighted to be working together on thisnew high street concept which we believe represents an interesting marketopportunity. Our joint ambition is to focus on consumers' increasing desire formore accessible health and fitness facilities, which we believe these provide." Under the terms of the acquisition, ADDleisure is issuing 11.25 million newOrdinary Shares in the Company credited as fully paid at 5 pence per share ("theNew Ordinary Shares") and granting 3.5 million warrants pursuant to the terms ofthe Company's warrant instrument dated 19 July 2004 ("the Warrant Instrument")which are exercisable at 5 pence per share at any time from the date of theirissue until 19 July 2009 ("the New Warrants") to the Vendors to acquire a 90%interest in In Moments. The balance of In Moments Ltd's equity is held by theVendors. In Moments has a current cash balance of £0.5million. The New OrdinaryShares will rank equally in all respects with the Existing Ordinary Sharesincluding in respect of all dividends and other distributions declared paid ormade after the date of issue. The New Warrants will rank equally with theexisting warrants granted pursuant to the Warrant Instrument. Application has been made for the admission of 11,250,000 New Ordinary Sharesand 3,500,000 New Warrants to trading on the AIM market. The New Ordinary Shareswill rank pari passu with the existing ordinary shares of 0.5p each in theCompany and dealings in the New Ordinary Shares and the New Warrants areexpected to commence on AIM on 31st July 2006 ("Admission"). Under the terms of the acquisition, the Vendors have agreed not to dispose ofany of the New Ordinary Shares or of any of the New Warrants for a period of 6months from Admission (save with the prior written consent of the Company andits broker and certain other customary exceptions) and that for a further periodof 6 months thereafter they will only dispose of any of such New Ordinary Sharesor New Warrants through the Company's broker and after consultation with theCompany so as to maintain an orderly market in the Ordinary Shares and Warrants(as the case may be). The Company and the Vendors have also entered into a shareholders' agreement togovern their relationship as shareholders in In Moments pursuant to which theunanimity of shareholders is required for the undertaking of certain matters.New articles of association for In Moments have also been adopted which provide,inter alia, for pre-emption rights on the allotment of new shares and on thetransfer of issued shares (save for in the circumstance of certain limitedpermitted transfers). In addition the Vendors and the Company have entered into an option agreementpursuant to which the Vendors can require that the Company purchase the Vendors'shares in In Moments or the Company can exercise an option to acquire suchshares, such option being exercisable between 25 July 2009 and 25 July 2011 orat certain limited times thereafter. The payment of the purchase price on theexercise of the option is based on a formula and can be made in cash or by theissue of new ordinary shares of 0.5 pence each in the Company (at a pricedetermined by the average mid-market price of an Ordinary Share as derived fromthe AIM Appendix to the Daily Official List for a relevant period of tradingdays as set out in the agreement) or by a combination of the same, depending onthe amount of the purchase price. In addition the Company has entered into a consultancy agreement withSummercroft Limited and Michael Warshaw whereby the services of Michael Warshaware to be supplied by Summercroft Limited to the Company for a minimum of threeyears. On Admission there will be 121,250,000 Ordinary Shares in issue of which MichaelWarshaw will be the registered holder of 9,000,000 Ordinary Shares representing7.4% of the issued ordinary share capital at such time. On Admission there willbe 28,500,000 Warrants in issue of which Michael Warshaw will be the registeredholder of 2,800,000 Warrants representing 9.8% of the issued warrants at suchtime. ** E N D S ** Contacts Isabel Crossley St. Brides Media & Finance Ltd Tel: 020 7242 4477 Ben Margolis ADDleisure plc Tel: 020 7449 1000 About ADDleisure plc • Floated on AIM in October 2004, ADDleisure Plc believes that theincrease in awareness of the importance of physical health and wellbeing hasresulted in an opportunity to develop and promote new highly differentiatedofferings to the leisure industry as a whole, as well as market fitness productsand services to the millions of people who want to remain healthy. • It made three initial investments in Fitbug Limited, LiberationFitness Systems Limited (distributors of the Power Plate fitness equipment) andDigital Plantation Limited (developers of Ez-Book intelligent booking software).The stake in Liberation Fitness Systems was sold earlier this year for asubstantial profit. • The Company has a highly experienced management team, includingAllan Fisher, founder and former CEO of Holmes Place; David Turner, founder andformer director of LA Fitness plc; and David Cummin, founder and former directorof Membertrack Limited, a leading club membership software provider. • Power Plate, a product which uses advanced vibration technologyto stimulate muscular and circulatory responses, offers users an effectiveresistance workout in a fraction of the time when compared with an equivalentgym session. ADDleisure's online personal health and well-being coach, Fitbug,measures users' aerobic activity and nutrition, prescribing personal programmesand motivating users towards achievement of their goals. This information is provided by RNS The company news service from the London Stock Exchange