11 Feb 2009 10:00
Westside Acquisitions plc / Ticker: WST.L / Index: AIM / Sector: Investment
11 February 2009
Westside Acquisitions plc ('Westside' or 'the Company')
Notice of General Meeting & Issue of Loan Notes and Warrants
Westside Acquisitions plc, the AIM listed investment vehicle, announces that its wholly owned subsidiary, Reverse Take-Over Investments Plc ('RTI'), has agreed to sell its entire holding of 22,540,000 Ordinary Shares of 0.5 pence each in the share capital of AIM listed ADDleisure Plc ('the Sale Shares') to Pantheon Leisure Plc ('Pantheon'), a subsidiary of Westside. In addition to the transfer of the Sale Shares, the Company's entire holding of 2,820,000 warrants to subscribe for 2,820,000 new Ordinary Shares of 0.5 pence each in ADDleisure Plc ('the Sale Warrants') will also be sold to Pantheon (together 'the Transaction').
The Transaction constitutes a substantial property transaction within the meaning of the Companies Act 2006 and accordingly under the terms of the agreement the acquisition of the Sale Shares and the Sale Warrants ('the Purchase Agreement') is conditional on, inter alia, the approval by Shareholders.
The Company has also raised the sum of £500,000 before expenses through the issue of £500,000 7.5% unsecured loan notes ('the Loan Notes'), which will mature on the fifth anniversary of its date of issue. The Company has granted to the subscribers of the Loan Notes 50,000,000 warrants to subscribe for 50,000,000 new ordinary shares in the Company at 1 pence per share ('the Warrants') which expire on the fifth anniversary of the date of the grant of the Warrants. Certain Directors and Bill Weston (who is a substantial shareholder of the Company) have subscribed for Loan Notes and have therefore been granted certain of the Warrants on a pro-rata basis as follows:
| Director/Shareholder | Amount of Loan Notes (£) | No. of Warrants |
| Richard Owen | £100,000 | 10,000,000 |
| Geoffrey Simmonds | £100,000 | 10,000,000 |
| John Zucker | £25,000 | 2,500,000 |
| Bill Weston | £150,000 | 15,000,000 |
The issue of the Loan Notes and the grant of the Warrants constitute a related party transaction within the meaning of the AIM Rules.
The Directors have convened a General Meeting ('the GM') to be held at Finers Stephens Innocent LLP, 179 Great Portland Street, London W1W 5LS on 2 March 2009 at 10.00am, at which Shareholders will consider, and if thought fit, pass an ordinary resolution to approve the Purchase Agreement. The notice of the GM, along with a document detailing additional information regarding the Purchase Agreement is being posted to shareholders today, 11 February 2009.
The independent directors, being David Coldbeck and David Hillel for these purposes, having consulted with the Company's Nominated Adviser, Seymour Pierce Limited, consider that the terms of the issue of the Loan Notes and the grant of the Warrants are fair and reasonable insofar as the Shareholders are concerned. Furthermore, they believe that the net proceeds from the issue of the Loan Notes, and any future cash receipts from the exercise of the Warrants, will provide additional capital for the Company to further develop its investment strategy. In the current turbulent market conditions, a strengthened balance sheet is felt to be advantageous when looking at potential new investment opportunities.
The independent directors, being David Coldbeck, David Hillel and John Zucker for the purposes of the Transaction, believe that the Transaction will concentrate the Company's leisure interests in one vehicle, Pantheon, of which the Company will continue to own 62.5% of the issued shares. David Hillel, David Coldbeck and John Zucker, consider, having consulted with Seymour Pierce, that the terms of the Transaction are fair and reasonable insofar as the Shareholders are concerned. .
Two of the independent directors, David Coldbeck and David Hillel, hold between them 0.7% of the issued share capital of Pantheon. Notwithstanding such shareholdings, for the purposes of the AIM Rules as regards related party transactions, they are regarded as independent directors and pursuant to the Articles of Association of the Company, they are both entitled to attend, vote and count in the quorum of the meeting of the Board convened to approve the transaction.
Two of the independent directors, David Coldbeck and John Zucker hold between them 150,000 ordinary shares of 0.5 pence each and 75,000 warrants to subscribe 75,000 ordinary shares of 0.5 pence each in ADDleisure Plc. Notwithstanding such holdings, for the purposes of the AIM Rules on related party transactions, David Coldbeck and John Zucker are independent directors and pursuant to the Articles of Association of the Company, they are entitled to attend, vote and count in the quorum of the meeting of the Board convened to approve the Transaction.
The Directors and Bill Weston have given irrevocable undertakings to vote in favour of the Resolution being passed at the GM.
Further information on ADDleisure can be found on its website at www.addleisure.com
* * ENDS * *
For further information and a copy of the circular visit www.westsideacquisitions.com or contact:
| Geoffrey Simmonds | Westside Acquisitions Plc | Tel: 020 7935 0823 |
| Mark Percy | Seymour Pierce Ltd | Tel: 020 7107 8000 |
| Susie Callear | St Brides Media & Finance Ltd | Tel: 020 7236 1177 |