10 Jun 2011 10:30
10 June 2011
THE WEATHER LOTTERY PLC
("TWL" or the "Company")
Acquisition of Soccerdome Limited and Changes to Total Voting Rights
Further to the announcement of 18 April 2011 (the "Previous Announcement"), the Board of TWL is pleased to announce that it has completed the acquisition of the entire issued share capital of Soccerdome Limited ("Soccerdome"). Soccerdome owns and runs a five-a-side football facility in Nottingham. The key terms of the Soccerdome acquisition remain as stated in the Previous Announcement, other than as described below.
Reginald Brearley has entered into an agreement to transfer 55,000,000 ordinary 0.1p shares ("Ordinary Shares") of the 75,000,000 Ordinary Shares (the "Consideration Shares") he will receive as consideration to four parties (the "Recipients") prior to the Consideration Shares being admitted to trading on AIM ("Admission"). The Recipients include two current employees of Soccerdome and a consultant to the business. The remaining Recipient is the Petwood Hotel Limited Discretionary Trust; neither Mr Brearley nor the Recipients have any legal or beneficial interest in this trust.
Soccerdome has an outstanding £40,000 term loan with Barclays Bank. This was previously intended to be repaid prior to the acquisition by TWL. However to avoid the cost of early repayment penalties, this loan will remain within Soccerdome. In consideration of this loan continuing, Mr Brearley has agreed to meet the cost of converting four of the eight pitches to "rubber crumb surface" all weather pitches, in order to increase the potential availability of the facilities. The "rubber crumb surfaces" are due to be laid during the third quarter of 2011. Mr Brearley will no longer enter into a consultancy agreement described in the Previous Announcement.
The Company has also allotted 3,000,000 new Ordinary Shares (the "Adviser Shares") in the Company at 0.5p per share, to SVS Securities PLC in lieu of fees relating to the acquisition.
Following the issue of the Consideration Shares and the Adviser Shares, certain of the vendors will become significant shareholders in the Company. The following table sets out details of the new significant shareholders:
Name | Number of Ordinary Shares held after the issue of the Consideration Shares Placing and the Adviser Shares | Percentage of the voting rights in the issued ordinary share capital of the Company after the issue of the Consideration Shares Placing and the Adviser Shares (%) |
Reginald Brearley | 20,000,000 | 5.26% |
Petwood Hotel Limited Discretionary Trust | 30,000,000 | 7.89% |
An application will be made for the Consideration Shares and the Adviser Shares, both of which rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading on AIM and it is expected that dealings will commence on 16 June 2011. Following the issue of the Consideration Shares and the Adviser Shares, the Company's issued share capital will consist of 380,404,738 Ordinary Shares, with each Ordinary Share carrying the right to one vote. The Company does not hold any Ordinary Shares in Treasury.
The above figure of 380,404,738 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Services Authority's Disclosure and Transparency Rules.
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For further information contact:
The Weather Lottery PLC Ross White Website www.theweatherlottery.com
| 01777 818036 |
Religare Capital Markets (Nomad) | 020 7444 0800 |
Nick Harriss/Peter Trevelyan-Clark
| |
SVS Securities (Broker) | 020 7638 5600 |
Ian Callaway/Alex Mattey |