10 Aug 2010 07:00
Pantheon Leisure plc / Epic: PLEI / Market: AIM / Sector: Leisure
Pantheon Leisure plc ('Pantheon' or 'the Company')
Proposed cancellation of trading on AIM
Proposed Tender Offer
Pantheon Leisure plc announces that it intends to seek Shareholders' approval to cancel the admission of its Ordinary Shares to trading on AIM and to make a tender offer to all Shareholders, other than Westside Sports, for the Ordinary Shares held by them.
The Company is therefore seeking Shareholders' approval to:
(a) purchase the Tender Offer Shares by way of the Tender Offer (which will then be cancelled); and
(b) cancel the admission of its Ordinary Shares to trading on AIM.
The Tender Offer applies to a maximum of 45,500,000 Ordinary Shares representing approximately 37.76 per cent. of the current issued ordinary share capital of the Company. The price to be paid for each Ordinary Share subject to the Tender Offer is 0.4 pence.
This announcement sets out the background to and reasons for the Proposals, additional information on the implications of the Proposals for the Company and its Shareholders, and why the Independent Directors believe the Proposals to be in the best interests of Shareholders as a whole. Having disclosed their interests in the Company and their intentions with regard to their individual holdings, the Directors also include a unanimous recommendation to Shareholders to vote in favour of the De-listing and the Independent Directors also include a unanimous recommendation to Shareholders to vote in favour of the Tender Offer.
The De-listing
Reasons For The De-listing
The principal reasons for the admission of the Ordinary Shares to trading on AIM have been (amongst other things) to provide the Company with the ability to access capital in order to fund its strategy and to use its Ordinary Shares for acquisitions. Having recently undertaken a review of both the advantages and disadvantages of maintaining admission of the Ordinary Shares to trading on AIM, the Directors have concluded that the admission should be cancelled. In reaching this conclusion, the Directors have taken the following factors into account:
·; given the overall market conditions for small listed companies, the Directors are of the opinion that it is (and will continue to be) difficult for the Company to attract meaningful equity investment through its listing on AIM;
·; the AIM listing of the Ordinary Shares does not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. With little trading volume, the Company's share price can move up or down significantly following trades of small numbers of shares;
·; the Directors estimate that annual direct and indirect costs of the Ordinary Shares' AIM listing are at least £60,000. This estimate includes listing expenses and advisory, legal and audit fees but excludes any costs associated with the considerable amount of senior executive time which is also spent dealing with the issues related to the AIM listing; and
·; the Company is obligated under the terms of the Loan Notes to pay to RTI the sum of £500,000 on 2 March 2014.
Pursuant to AIM Rule 41, cancellation of the admission of the Ordinary Shares to trading on AIM requires the consent of not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) given in a general meeting.
The Company has notified the London Stock Exchange of the proposed De-listing. In the event that Shareholders approve the De-listing, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 22 September 2010 and that the effective date of the De-listing will be 23 September 2010.
Effect of De-listing
The principal effect of the De-listing is that Shareholders will no longer be able to buy and sell shares in the Company through a public stock market. It is anticipated that cancellation in the trading of the Ordinary Shares on AIM will significantly reduce the liquidity and marketability of Shares not acquired by the Company via the Tender Offer.
Summary
The Board has accordingly concluded that it is in the best interests of Shareholders as a whole that the De-listing be approved.
Under the AIM Rules, the De-listing can only be effected by the Company after securing a resolution of Shareholders in a general meeting passed by a majority of not less than 75 per cent. of the votes cast, and the expiration of a period of twenty Business Days from the date on which notice of the De-listing is given. In addition, a period of at least five Business Days following the Shareholder approval of the De-listing is required before the De-listing may be put into effect.
Resolution 1 contained in the Notice seeks Shareholder approval for the De-listing. The Company has received irrevocable undertakings from Shareholders holding in aggregate 87,575,000 Ordinary Shares, representing 72.68 per cent. of the current issued ordinary share capital of the Company, to vote in favour of the De-listing. Assuming that Shareholders approve this Resolution, it is proposed that the De-listing would take place on 23 September 2010.
Current Trading
The following is an extract from the Chairman's statement in the Group's financial statements for the year to 31 December 2009 which were published on 27 May 2010:
Highlights
·; Loss after taxation for the year before impairment provision - £133,027 (2008: loss £ 170,904)
·; Investment impairment - Fitbug Holdings Plc - £250,000
·; Turnover from continuing operations- £1,170,242 (2008: £ 1,076,857)
·; Net cash position at year end of £330,639 (2008: £586,813)
·; Turnover in sports tuition in schools increased by 22%, achieving profitability of £63,224
·; Turnover in small-sided football turnover reduced by 3%
Chairman's statement
2009 was a successful year for the company, which saw our sports tuition in schools division enjoy considerable growth and profitability as well as steady trading in our small-sided football division.
Given the government mandate of tackling the all important issue of health and fitness particularly amongst young people in the UK, we anticipate our growth to continue during the remainder of the year and beyond.
The Elms Sport in Schools ('ESS') is consistent with the necessary criteria to deliver healthy lifestyle opportunities within the primary school sector and helps to meet government health policies for young people.
Financial results
The group is reporting a loss before taxation of £371,601 (2008:£166,149) on a turnover of £1,170,242 (2008: £1,076,857) for the year ended 31 December 2009. The group's net cash position at the year end stands at £330,639 (2008: £586,813).
The Company holds 8.56% of the issued share capital of Fitbug Holdings Plc ('Fitbug') and an impairment provision of £250,000 has been made to reflect an impairment in market value since acquisition.
The directors consider that operations in small-sided football and sports tuition in schools, when taken together have a business enterprise value which exceeds carrying cost by more than the £250,000 provision made in respect of Fitbug."
The Warrants
The Warrants, of which 52,500,000 are unexercised and remain in issue, were granted by the Company under the terms of the Warrant Instrument and are currently traded on AIM.
The Warrant Instrument provides that if at any time prior to the final subscription date of the Warrants (being the earlier of 12 September 2010 and the date upon which a resolution is passed for the winding up of the Company) the Company:
(a) undertakes a capital reorganisation (which for these purposes includes the Tender Offer) the Company is obliged to make such adjustments to the Warrants as the Auditors shall determine (provided that any such adjustment shall not reduce the subscription price below the nominal value of an Ordinary Share); or
(b) makes an offer or invitation to all Shareholders, or an offer or invitation is made to such Shareholders otherwise than by the Company, then the Company shall procure that at the same time an appropriate offer or invitation is made to the Warrantholders as if their subscription rights had been exercised on the day immediately before the date or record date for that offer or invitation on the terms then applicable. If the Company cannot procure that an appropriate offer or invitation is made to the Warrantholders then such adjustments shall be made to the conditions governing the Warrants as the Auditors shall determine and certify to be fair and reasonable.
The Independent Directors have considered the terms of the Warrants in light of the Tender Offer insofar as they relate to the two circumstances summarised in paragraphs (a) and (b) above. As the subscription price payable by a Warrantholder on the exercise of the Warrants is 3p (which is significantly above the Tender Price), and the Tender Price is less than the nominal value of an Ordinary Share, the Independent Directors do not believe that it is appropriate for any equivalent offer or invitation to be made to Warrantholders as a result of the Tender Offer being made. Furthermore the Independent Directors have consulted with the Auditors who have confirmed to the Company that no adjustments are required to be made to the conditions governing the Warrants as a result of the Tender Offer being made to Shareholders.
Warrantholders however remain entitled to exercise Warrants and therefore to participate in the Tender Offer as Tender Offer Shareholders in respect of the resulting Ordinary Shares. However Warrants must have been exercised in sufficient time to allow for the allotment of Ordinary Shares and subsequent completion of all acceptance procedures. Ordinary Shares issued and allotted before the Record Date pursuant to the valid exercise of Warrants will be capable of tender pursuant to the terms of the Tender Offer.
However as the Warrants are exercisable at 3p per Ordinary Share and the Tender Price per Ordinary Share is 0.4p, it is not anticipated that any Warrants will be exercised in these circumstances. The Warrants will remain traded on AIM until 12 September 2010 when they will lapse.
Geoffrey Simmonds and Richard Owen each hold 4,000,000 Warrants and have written to the Company confirming that they do not intend to exercise any of such Warrants before the date upon which they lapse. Westside Sports holds 3,500,000 Warrants and in this respect has given the Company the confirmation set out below.
Options
The Options provide that if the Company undertakes a variation of share capital (which for these purposes includes the Tender Offer) the Company is obliged to make such adjustments to the Options as the Auditors shall determine (provided that any such adjustment shall not reduce the subscription price below the nominal value of an Ordinary Share and the subscription price in respect of the Options shall not be materially altered). The Independent Directors have consulted with the Auditors who have confirmed to the Company that no adjustments are required to be made to the terms of the Options as a result of the Tender Offer being made to Shareholders.
Optionholders will be entitled to exercise Options that are vested and capable of exercise and to participate in the Tender Offer as Tender Offer Shareholders in respect of the resulting Ordinary Shares. Options must have been exercised in sufficient time to allow for the allotment of Ordinary Shares and subsequent completion of all acceptance procedures.
Ordinary Shares issued and allotted before the Record Date pursuant to the valid exercise of Options will be capable of tender pursuant to the terms of the Tender Offer.
However as the Options are all exercisable at a price which is greater than the Tender Price per Ordinary Share, it is not anticipated that any Options will be exercised in these circumstances.
Westside Acquisitions and its subsidiaries
Westside Acquisitions is an AIM listed company whose shares were admitted to trading on AIM on 8 December 1999. Westside Acquisitions is a company registered in England and Wales with company number 03882621 whose registered office is at 58-60 Berners Street, London W1T 3JS and whose directors include Richard Owen and Geoffrey Simmonds. Westside Acquisitions is the parent company of Westside Sports. Westside Sports is a company registered in England and Wales with company number 04021748 whose registered office is at 58-60 Berners Street, London W1T 3JS and whose directors include Richard Owen and Geoffrey Simmonds. Westside Sports holds 75,000,000 Ordinary Shares (representing approximately 62.24% of the Ordinary Shares in issue) and 3,500,000 Warrants. Westside Sports has irrevocably undertaken to the Company and Seymour Pierce not to accept the Tender Offer in respect of any of the Ordinary Shares registered in its name. In addition Westside Sports has written to the Company confirming that it does not intend to exercise any of the 3,500,000 Warrants registered in its name before the date upon which they lapse.
RTI, which is a wholly owned subsidiary of Westside Acquisitions, is a company registered in England and Wales with company number 04085975 whose registered office is at 58-60 Berners Street, London W1T 3JS and whose directors include Richard Owen and Geoffrey Simmonds. RTI holds all of the £500,000 of Loan Notes and has written to the Company confirming that it does not currently have any intention of converting any of the Loan Notes into Ordinary Shares.
Richard Owen and Geoffrey Simmonds, who are Directors, are directors, shareholders, warrant-holders and option-holders of Westside Acquisitions and are also directors of Westside Sports and RTI. William Weston, the Chairman of the Company, is a substantial shareholder of Westside Acquisitions. Therefore Richard Owen, Geoffrey Simmonds and William Weston are not deemed to be independent and have not taken part in the consideration by the Board of the Tender Offer.
Westside Acquisitions, Westside Sports and the Directors have undertaken to the Company not to acquire any Ordinary Shares prior to completion of the De-listing.
If the Tender Offer is accepted in full by all Tender Offer Shareholders, Westside Sports would as a result own the entire issued ordinary share capital of the Company.
The Tender Offer
The Independent Directors recognise that not all Shareholders will be able or willing to continue to own Shares in the Company following the De-listing. Although they are under no formal obligation to do so, the Independent Directors are therefore arranging for Seymour Pierce to provide the Tender Offer Shareholders with the opportunity to sell Ordinary Shares at the Record Date by means of the accompanying Tender Form (in the case of Tender Offer Shares held in certificated form) or by TTE Instruction (in respect of Tender Offer Shares held in uncertificated form).
The Tender Offer will be made on the terms and subject to the conditions set out in Part 2 of the Circular. The Tender Offer is to be effected by Seymour Pierce purchasing Tender Offer Shares as principal and then selling such Tender Offer Shares on AIM to the Company at 0.4 pence per share for cancellation pursuant to the Repurchase Agreement. The maximum aggregate number of Ordinary Shares which may be purchased in the Tender Offer is 45,500,000 representing approximately 37.76 per cent. of the current issued ordinary share capital of the Company.
The price to be paid for each Tender Offer Share is the Tender Price, being 0.4 pence per Tender Offer Share, being the maximum price which the cash resources of the Company will permit having allowed for the expenses of the Tender Offer and assuming that the Tender Offer is accepted in full by all Tender Offer Shareholders. The Receiving Agent will act as agent for the Tender Offer Shareholders in the Tender Offer.
Ordinary Shares purchased by Seymour Pierce pursuant to the Tender Offer will be acquired with full title guarantee, free of all liens, charges, restrictions, claims, equitable interests and encumbrances and together with all rights attaching to them. The Tender Offer is conditional upon, inter alia, the Repurchase Agreement becoming unconditional in all respects and the passing of the Resolutions.
The Company and Seymour Pierce have received an irrevocable undertaking from Westside Sports which holds 75,000,000 Ordinary Shares (representing approximately 62.24% of the Ordinary Shares in issue) that it will not accept the Tender Offer. The issued ordinary share capital of the Company as at 9 August 2010 (being the last Business Day prior to the posting of the Circular) was 120,500,000 Ordinary Shares.
The Company and Seymour Pierce have received irrevocable undertakings from the Directors, who are currently the beneficial holders of 12,575,000 Ordinary Shares in aggregate at the date of the Circular (representing approximately 10.44 per cent. of the current issued ordinary share capital of the Company and approximately 27.64 per cent. of the Tender Offer Shares) that they will accept the Tender Offer, or will procure that the Tender Offer is accepted, in respect of their beneficial holdings of Ordinary Shares.
Tender Offer Shareholders can only tender all, and not some only, of their holdings. The Tender Offer will enable equally all Tender Offer Shareholders (excluding Westside Sports which has irrevocably undertaken not to accept the Tender Offer) to sell, should they elect to do so, all of their holding of Tender Offer Shares (assuming for these purposes than none of the Warrants or Options are exercised).
The Company has further warranted to Seymour Pierce that there will be no issue of Ordinary Shares in the Company prior to the De-listing other than pursuant to the exercise of Options or Warrants.
A guide to the general tax position of Shareholders under UK law and HM Revenue & Customs practice in respect of the Tender Offer is set out in Part 3 of the Circular. All Shareholders are strongly advised to consult their professional advisers about their own tax position.
The attention of Shareholders who are citizens or nationals of or resident in jurisdictions outside the UK and who wish to participate in the Tender Offer is drawn to the section headed "Overseas Shareholders" in Part 2 of the Circular.
Full details of the Tender Offer are given in Part 2 of the Circular.
Under the terms of the Tender Offer:
(a) the maximum number of Ordinary Shares subject to the Tender Offer shall be 45,500,000 Ordinary Shares; and
(b) the price to be paid for each Ordinary Share subject to the Tender Offer shall be 0.4 pence, being the maximum price which the cash resources of the Company will permit having allowed for the expenses of the Tender Offer and assuming that the Tender Offer is accepted in full by all Tender Offer Shareholders.
The Company has received irrevocable undertakings from Shareholders holding in aggregate 87,575,000 Ordinary Shares, representing approximately 72.68 per cent. of the current issued ordinary share capital of the Company, to vote in favour of the Resolutions set out in the Notice.
The Tender Offer is conditional on, inter alia, the approval by Shareholders of Resolution 2 in the Notice.
Shareholders who do not accept the Tender Offer should note that, assuming the De-listing takes place, there will be no public market on which they can trade their Ordinary Shares. Consequently, following the De-listing there can be no guarantee that a Shareholder will be able to sell any Ordinary Shares,
Actions to be taken - General Meeting
Shareholders will find enclosed with the Circular, a Form of Proxy for use at the General Meeting. Whether or not Shareholders wish to sell their Tender Offer Shares under the Tender Offer and regardless of whether or not they propose to attend the General Meeting in person, Shareholders are requested to complete and return the Form of Proxy to the Registrars in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received no later than 3.00 p.m. on 13 September 2010. Completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person if they wish.
Actions to be taken - Tender Offer
The procedure for tendering the Tender Offer Shares depends on whether Tender Offer Shares are held in certificated or uncertificated form and is summarised below.
(c) Shares held in certificated form
Tender Offer Shareholders who hold Tender Offer Shares in certificated form are being sent a Tender Form with the Circular. Tender Offer Shareholders who hold Tender Offer Shares in certificated form and who wish to tender all of their Tender Offer Shares should complete the Tender Form in accordance with the instructions printed thereon and in Part 2 of the Circular and return it to the Receiving Agent by post or by hand (during normal business hours only) to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL. A pre-paid envelope is enclosed for this purpose for use within the UK only. Tender Offer Shareholders who hold their Shares in certificated form should also return with their Tender Form their share certificate(s) in respect of the Tender Offer Shares tendered.
(d) Shares held in uncertificated form
Tender Offer Shareholders who hold Tender Offer Shares in uncertificated form and who wish to tender all of their Tender Offer Shares should send a TTE Instruction and follow the procedures set out in Part 2 of the Circular in respect of tendering uncertificated Tender Offer Shares, which must have been effected by 1.00 p.m. on 13 September 2010.
Completed Tender Forms and/or TTE Instructions (as appropriate) must be received by the Receiving Agent by no later than 1.00 p.m. on 13 September 2010.
Recommendations
The Independent Directors, who have been so advised by Cairn Financial Advisers LLP, consider the Proposals and the Tender Offer to be fair and reasonable, and in the best interests of the independent Shareholders as a whole. In providing advice to the Independent Directors, Cairn Financial Advisers LLP has taken into account the commercial assessment of the Independent Directors.
The Independent Directors unanimously recommend that Shareholders vote in favour of the Tender Offer as they have undertaken to do in respect of their beneficial holdings of Ordinary Shares amounting, in aggregate, to 1,275,000 Ordinary Shares, representing approximately 1.06 per cent. of the existing issued ordinary shares of the Company. The Independent Directors have irrevocably undertaken to accept the Tender Offer, or procure that the Tender Offer is accepted on their behalf, in respect of all their beneficial holdings of Ordinary Shares amounting, in aggregate, to 1,275,000 Ordinary Shares, representing approximately 1.06 per cent. of the existing issued ordinary shares of the Company.
The Directors unanimously recommend that Shareholders vote in favour of the De-listing as they have undertaken to do in respect of their own current beneficial holdings of, in aggregate, 12,575,000 Ordinary Shares, representing approximately 10.44 per cent. of the existing issued ordinary share capital of the Company.
The Board is making no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender all of their Ordinary Shares will depend, among other things, on their view of the Company's prospects and their individual circumstances, including their tax position. Shareholders are recommended to consult their duly authorised independent advisers and make their own decision.
Irrevocable Undertakings
Richard Owen, Geoffrey Simmonds and William Weston have irrevocably undertaken to accept the Tender Offer, or procure that the Tender Offer is accepted on their behalf, in respect of all their beneficial holdings of Ordinary Shares amounting, in aggregate, to 11,300,000 Ordinary Shares, representing approximately 9.38 per cent. of the existing issued ordinary share capital of the Company. Richard Owen, Geoffrey Simmonds and William Weston have also irrevocably undertaken to vote in favour of the Resolutions in respect of their entire beneficial holding of 11,300,000 Ordinary Shares, representing approximately 9.38 per cent. of the existing issued ordinary shares of the Company.
Westside Sports has irrevocably undertaken not to accept the Tender Offer in respect of 75,000,000 Ordinary Shares (representing approximately 62.24 per cent. of the existing issued ordinary shares of the Company). The 75,000,000 Ordinary Shares represents Westside Sports entire beneficial holding in the Company. In addition Westside Sports has irrevocably undertaken to vote in favour of the Resolutions in respect of its entire beneficial holding of 75,000,000 Ordinary Shares, representing approximately 62.24 per cent. of the existing issued ordinary shares of the Company.
Shareholders should note that if for any reason the Tender Offer does not take place, the De-listing will still occur if it is approved by Shareholders at the General Meeting.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Tender Offer Commences | 11 August 2010 |
| Latest time and date for receipt of Tender Forms and share certificates for certificated Tender Offer Shares | 1:00 p.m. on 13 September 2010 |
| Latest time and date for receipt of Forms of Proxy | 3:00 p.m. on 13 September 2010 |
| Record Date for Tender Offer | 5:00 p.m. on 13 September 2010 |
| Announcement of take-up level under Tender Offer by | 8:00 a.m. on 15 September 2010 |
| General Meeting | 3:00 p.m. on 15 September 2010 |
| Purchase of Tender Offer Shares under the Tender Offer | 16 September 2010 |
| Despatch of cheques for Tender Offer proceeds | by 30 September 2010 |
| Earliest date that the admission to trading of the Ordinary Shares on AIM will be cancelled | 23 September 2010 |
* * ENDS * *
For further information please visit www.pantheonleisure.com or contact:
| Geoffrey Simmonds | Pantheon Leisure plc | Tel: 020 7935 0823 |
| Mark Percy | Seymour Pierce Limited | Tel: 020 7107 8000 |
| Catherine Leftley | Seymour Pierce Limited | Tel: 020 7107 8000 |
| Elisabeth Cowell | St Brides Media & Finance Limited | Tel: 020 7236 1177 |
DEFINITIONS
| "Act" | the Companies Act 2006; |
| "AIM" | AIM, a market operated by the London Stock Exchange; |
| "AIM Rules" | the AIM Rules for Companies published by the London Stock Exchange from time to time; |
| "Auditors" | the auditors of the Company for the time being; |
| "Board" | the directors of the Company whose names are set out in Part 1 of the Circular; |
| "Business Day" | means a day other than a day which is a Saturday, a Sunday or public holiday in England; |
| "certificated" or "in certificated form" | where a security is not held in uncertificated form (i.e. not in CREST); |
| "Circular" | the Company's circular dated 10 August 2010 to be sent to Shareholders and, for information purposes only, Warrantholders and Optionholders |
| "Company" or "Pantheon" | Pantheon Leisure Plc; |
| "CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations); |
| "CREST Regulations" | The Uncertificated Securities Regulations 2001 (SI2001/3755) as amended; |
| "De-listing" | the proposed cancellation of admission of the Ordinary Shares to trading on AIM; |
| "Directors" | the directors of the Company whose names are set out in Part 1 of the Circular; |
| "Euroclear" | Euroclear UK and Ireland Limited, the operator of CREST; |
| "Form of Proxy" | the form of proxy enclosed with the Circular for use by Shareholders in connection with the General Meeting; |
| "General Meeting" or "GM" | the General Meeting of the Company convened for 3.00 p.m. on 15 September 2010, notice of which is set out at the end of the Circular; |
| "Group" | the Company and its subsidiaries; |
| "Independent Directors" | Irvin Fishman and Barbara Moss; |
| "Loan Notes" | the £500,000 7.5 per cent. unsecured convertible loan notes issued by the Company to RTI on 2 March 2009 and which are repayable on 2 March 2014; |
| "London Stock Exchange" | London Stock Exchange plc; |
| "Notice" | the notice of General Meeting set out at the end of the Circular; |
| "Optionholders" | holders of Option(s); |
| "Options" | options to subscribe for new Ordinary Shares; |
| "Ordinary Shares" or "Shares" | ordinary shares of 0.5 pence each in the capital of the Company; |
| "Prohibited Territory" | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for Seymour Pierce or the Company if information or documents concerning the Tender Offer were to be sent or made available to Shareholders in that jurisdiction; |
| "Proposals" | the Tender Offer and De-listing; |
| "Receiving Agent" | Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL; |
| "Record Date" | 5.00 p.m. on 13 September 2010; |
| "Registrars" | Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL; |
| "Regulatory Information Service" | any of the services approved by the London Stock Exchange plc for the distribution of AIM announcements and included within the list maintained on the website of the London Stock Exchange plc; |
| "Repurchase Agreement" | the agreement dated 10 August 2010 between the Company and Seymour Pierce for the repurchase by the Company, as an on-market purchase on AIM, of the Ordinary Shares purchased by Seymour Pierce pursuant to the Tender Offer; |
| "Resolutions" | the resolutions to be proposed at the General Meeting as set out in the Notice; |
| "RTI" | Reverse Take-Over Investments Plc, a wholly owned subsidiary of Westside Acquisitions; |
| "Seymour Pierce" | Seymour Pierce Limited; |
| "Shareholders" | holders of Ordinary Shares and the term "Shareholder" shall mean any one of them; |
| "Tender Form" | the form enclosed with the Circular for use by Shareholders in connection with the Tender Offer; |
| "Tender Offer" | the tender offer to Tender Offer Shareholders to be made by Seymour Pierce on the terms and subject to the conditions set out in Part 2 of the Circular and also, in the case of certificated Ordinary Shares, the Tender Form; |
| "Tender Offer Shares" | Ordinary Shares to which the Tender Offer relates being, in aggregate, the total number of Ordinary Shares in issue on the Record Date, other than those Ordinary Shares held by Westside Sports which has irrevocably undertaken not to participate at all in the Tender Offer, including any Ordinary Shares issued and allotted on or before such time pursuant to the valid exercise of Options and Warrants; |
| "Tender Offer Shareholders" | holders of Tender Offer Shares save for those Shareholders who are resident in the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland, South Africa or any Prohibited Territory; |
| "Tender Price" | 0.4p per Tender Offer Share; |
| "TTE Instruction" | a transfer to escrow instruction (as defined by the CREST manual issued by Euroclear) made in respect of Tender Offer Shares; |
| "uncertificated" or "in uncertificated form" | Ordinary Shares which are recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
| "United States" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; |
| "Warrant Instrument" | the warrant instrument of the Company dated 12 September 2005 constituting 100,000,000 warrants to subscribe 100,000,000 new Ordinary Shares at an exercise price of 3p per Ordinary Share; |
| "Warrantholders" | holders of Warrants; |
| "Warrants" | the 52,500,000 warrants to subscribe for 52,500,000 new Ordinary Shares at an exercise price of 3p per Ordinary Share issued pursuant to the terms of the Warrant Instrument and which are currently traded on AIM; |
| "Westside Acquisitions" | Westside Acquisitions Plc, a company whose ordinary shares are listed on AIM; and |
| "Westside Sports" | Westside Sports Limited, a wholly owned subsidiary of Westside Acquisitions. |