BIDS.L Regulatory News (BIDS)

7 Oct 2009 17:12



ADDleisure Plc / Epic: ADE.L / Index: AIM / Sector: Leisure

7 October 2009

ADDleisure Plc ('ADDleisure' or 'the Company')

Company Restructuring & Board Change

ADDleisure Plc, the AIM traded company formed to develop products and services in the health and wellness sector, announces that its 50.2% owned subsidiary Ez-Runner, the web based leisure management software business, entered into administration on 5 October 2009.

Following the placement of Ez-Runner into administration, ADDleisure has subsequently been advised that a management team, led by Stefan Drummond, a director of Ez-Runner, has purchased Ez-Runner from the administrators, Atherton Bailey.

Further to this, David Cummin, the Company's Technical Director, has stepped down from the Board of ADDleisure and Ez-Runner Limited ('Ez-Runner') with immediate effect. Mr. Cummin established Digital Plantation Limited ('Digital Plantation') in 2003 before the Company acquired a 50.2% shareholding in the business in 2005. ADDleisure announced in October 2008 that Digital Plantation had acquired the total issued share capital of ClubRunner (Europe) Limited and the newly formed enlarged company changed its name to Ez-Runner Limited.

The restructuring of the Company will see ADDleisure focussing solely on its wholly owned subsidiary Fitbug Limited which holds the rights to Fitbug, the online personal health and well-being coach. The Board believes that Fitbug Limited, which has an exciting pipeline of new business with major corporates, Primary Care Trusts and health insurance companies, has the strongest potential to derive value for ADDleisure shareholders in the medium term. 

The Company intends to raise new capital by way of a Placing through its broker Seymour Pierce and in order to accommodate the short term cash flow requirements of the Company, Allan Fisher, David Turner and Pantheon Leisure Plc ('the Lenders') are making available an amount of £250,000 ('the Facility') to Fitbug Limited by way of bridging finance which will be repaid on completion of the placing. This Facility will be used for general working capital, research and development to leverage the Fitbug product into new markets and geographic territories. The Facility is being provided interest free providing the entire amount is repaid on successful completion of a Placing on or before 31 January 2010. If the Facility is not repaid by 31 January 2010 an interest rate equal to LIBOR plus 5 per cent. per annum will become payable. The Facility shall thereafter be repayable on demand. 

The bridging finance provided by Allan Fisher and David Turner, both directors of ADDleisure, and Pantheon (a substantial shareholder of the Company within the meaning of the AIM Rules) is a related party transaction within the meaning of the AIM Rules. The Company has consulted Seymour Pierce Limited, the Company's Nominated Adviser, which considers the terms of the bridging finance fair and reasonable.

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