BIDS.L Regulatory News (BIDS)

4 May 2007 14:53

ADDleisure PLC04 May 2007 ADDleisure plc ("ADDleisure" or "the Company") Notice of EGM The Company announces that a notice of an Extraordinary General Meeting ('EGM') has today been sent to shareholders. The EGM is scheduled to take place at 12.00 p.m. on Tuesday 29 May 2007, at Finers Stephens Innocent LLP, 179 Great Portland Street, W1W 5LS At the EGM, ordinary resolutions will be put to Shareholders for the purpose ofincreasing the Company's authorised share capital and giving the Directorsauthority to allot Ordinary Shares under Section 80 of the Act. A specialresolution will also be put to shareholders for the purpose of grantingauthority for the Directors to disapply the pre-emption rights contained inSection 89 (1) of the Act. If passed, the Resolutions will provide the Company with greater financingflexibility, as it will afford the Directors the authority to issue OrdinaryShares for cash to prospective third party investors, if such opportunitiesarise. The Resolutions Resolution 1 seeks Shareholder approval to increase the authorised share capitalof the Company from £1,000,000 (being 200,000,000 Ordinary Shares) to £2,000,000(being 400,000,000 Ordinary Shares) through the creation of an additional200,000,000 Ordinary Shares. Resolution 2 seeks Shareholder approval to give the Directors general authorityto allot up to an aggregate nominal amount of £740,208.34 (being 148,041,667 newOrdinary Shares) which is equivalent to approximately 114.2 per cent. of theIssued Share Capital. Resolution 3, which is a special resolution, seeks Shareholder approval to givethe Directors general authority to allot equity securities for cash up to anaggregate nominal amount of £416,312.50 (being 83,262,500 new Ordinary Shares)to persons other than Shareholders which is equivalent to approximately 64.3 percent. of the Issued Share Capital. Irrevocable undertakings The Company has received an irrevocable undertaking to vote in favour of theResolutions from Reverse Take-Over Investments Plc (a company of which GeoffreySimmonds is a director), which has a beneficial interest in respect of22,540,000 Ordinary Shares representing approximately 17.4 per cent. of theIssued Share Capital. The Directors have also undertaken to vote in favour of the Resolutions inrespect of their aggregate beneficial holdings of 64,000,000 Ordinary Sharesrepresenting approximately 49.4 per cent. of the current issued share capital ofthe Company. In aggregate, irrevocable undertakings to vote in favour of the Resolutions havebeen received by the Company in respect of 86,540,000 Ordinary Sharesrepresenting approximately 66.8 per cent. of the Issued Share Capital. Recommendation The Directors consider that the passing of the Resolutions is in the bestinterests of the Company and its shareholders as a whole. Accordingly, the Boardunanimously recommends Shareholders to vote in favour of the Resolutions to beproposed at the EGM as they have irrevocably undertaken to do in respect oftheir own beneficial holdings of, in aggregate, 64,000,000 Ordinary Shares,representing approximately 49.4 per cent. of the Issued Share Capital. Copies of the EGM Circular Copies of the EGM Circular are available free of charge from Seymour Pierce Limited, Bucklersbury House, 3 Queen Victoria Street, London, EC4N 8EL. Further Enquiries: Contacts:Ben Margolis ADDleisure Tel: 020 7449 1000Isabel Crossley St Brides Media Tel: 020 7242 4477Mark Percy/ Liam O'Donoghue Seymour Pierce Limited Tel: 020 7107 8000 This information is provided by RNS The company news service from the London Stock Exchange