Fundraising and Name Change Proposals

    Immediate release: 30th June 2004

                                Leisureplay Plc                                

                                (the "Company")                                

                     Fundraising and Name Change Proposals                     

Leisureplay plc announce that the following letter is to be circulated amongst
shareholders to seek approval for the above proposals.

                                    -Ends-                                     

For further information please contact,

Adam Reynolds / Andrew Tan

Hansard Communications

Tel. [phone]

                                LEISUREPLAY PLC                                

Directors:

Philip Reid

Anthony Fabrizi

Jonathan Hall

30th June 2004

Registered Office:

One Royal Terrace

Edinburgh EH7 5AD

Dear Shareholder,

 Proposed issue of new shares, restructuring of ordinary share capital in the  
 Company, change of name to Caplay PLC and notice of an Extraordinary General  
                          Meeting and Class Meeting.                           

In May 2004, I and my colleagues, Jonathan Hall and Anthony Fabrizi, acquired
the entire shareholding in Leisureplay Plc previously owned by Resurge Plc
("Resurge"). Since that time your Board has been carrying out a thorough review
of the prospects for your Company and I am now able to give you notice of
further but essentially constructive changes which will ideally see your
Company well placed to create shareholder value.

Background to the proposals

You will recall that as a result of an Extraordinary General Meeting ("EGM")
requisitioned by Resurge in June 2003, Mr. Ken Murray resigned as a director
and has since pursued claims against the Company for wrongful termination of
his employment as Chief Executive. As you will be aware from previous
statements, your Board has been contesting these claims vigorously and the
Court hearing that will determine the outcome of this case is set for 13th July
2004. The legal costs incurred in contesting the requisition of the EGM and in
defending Mr. Murray's claim have been substantial.

My Statement in the last Report and Accounts informed shareholders of a
reduction in the number of members of the Board and a declared intention to
reposition the Company so as to take advantage of distressed leisure
opportunities, hence its change of name to Leisureplay Plc. This business model
was very much the expertise and chosen route of Resurge, then the Company's
largest shareholder and this led to the financing of an acquisition by
Chartcity Limited, now a wholly-owned subsidiary of Leisureplay, of a portfolio
of seven leasehold public houses in London and the South East, from the
administrators of the Front Room Limited.

The departure of Resurge as a shareholder has afforded the Board an opportunity
to re-evaluate the optimum route to re-build shareholder value. Its first
decision has been to discontinue the policy of becoming a specialised leisure
vehicle. Although the original rationale had merit, the current Board's
expertise lies in financial markets and your Directors believe that the
requisite expertise to develop this strategy is no longer available to the
Company. Your Board has taken action to renegotiate the terms of Chartcity's
financing, including a reduction in the price of the Front Room portfolio, and
now intends to dispose of the latter.

Proposed investment and associated capital restructuring

The Company's short-term loan to Chartcity, and the provision for, and cost of,
defending the claim by the former Chief Executive, has led to a reduction in
its liquid cash resources. Clearly the disposal of the Chartcity portfolio, and
any degree of success in the forthcoming Court hearing, will see your Company's
cash resources largely reinstated. However, under the circumstances, your Board
has thought it prudent to augment its capital resources by seeking investment
from third parties.

Your Board is proposing, subject to shareholder approval of the resolutions
contained in the notice of EGM attached to this letter, to raise a total of £
2.4 million from new investors by the issue of 80 million new ordinary shares
at a price of 3p per ordinary share.

As your Company is not permitted to issue shares at less than their nominal
value, currently 5 pence per share, the Board proposes that the existing
ordinary shares be sub-divided into one ordinary share of 1p and one deferred
share of 4 pence each. As soon as the Company is able to fulfill all necessary
requirements for a formal capital reconstruction, it is proposed the deferred
shares be cancelled as they will have no value following your approval of this
resolution.

The 80 million new ordinary shares of 1p each to be issued will be subscribed
for by a number of professional and institutional investors who, together with
the Board, will facilitate, support and identify specialised financial
activities which are expected to contribute significantly to the restoration
and growth of shareholder value. The lead investor will be Mr. Terry Ramsden,
who has significant expertise and experience in global financial markets.

Mr. Ramsden will hold 11.11% of the enlarged share capital and will work
closely with the Board to identify and conclude business opportunities that
will be of real benefit to the Company. It is therefore proposed that, in
addition to the Board (see below), Mr. Ramsden will be granted options,
exercisable within twelve months at 5 pence per share, which represents a 66%
premium over the subscription price. These options are intended both to reflect
and reward the value that Mr. Ramsden adds to the Company.

Proposed Name Change

The Board also believes that a further name change is appropriate, both to
eliminate the suggestion that your Company is specifically leisure orientated,
and to more accurately reflect where the Company's expertise and likely
activities will lie. It is the nature of these proposed activities that gives
rise to the proposed new Company name, Caplay Plc.

Board and Executive Share Option Arrangements

Following the recapitalisation of the Company, it is proposed that the incoming
investors be invited to appoint up to two non-executive directors who will
bring substance and expertise to your Company.

It is also proposed that the Company will introduce an Executive Share Option
Scheme.

Conclusion

Your Company was originally established to implement a specific financial
strategy, namely the acquisition of a building society or mutual society.
Subsequent and recent corporate activity has been either disappointing or
confusing. These resolutions are proposed to facilitate your Company's return
to being a well-capitalised specialist financial organisation.

EGM and Class Meeting

There is set out at the end of this document a Notice convening an EGM of the
Company and a separate Class Meeting of shareholders to be held at the offices
of Ingram Winter Green on Monday 26th July 2004 at 10:00 am and 10:30 am,
respectively, to consider and if thought fit to approve the following
resolutions.

1 a resolution sub-dividing every issued and unissued ordinary share of 5p each
into one new ordinary share of 1p each and one new ordinary share of 4p each
and a special resolution (together with a resolution of shareholders at a
separate Class Meeting) converting each 4p ordinary share into a deferred
share;

2 ordinary and special resolutions authorising the Board pursuant to s80 of the
Companies Act 1985 to allot and issue up to 200,000,000 new ordinary shares of
1p with an aggregate nominal value of up to £2,000,000 as if the provisions of
s89(1) of the Act did not apply thereto, such authority and disapplication to
expire after fifteen months to the extent not then utilised;

3 a special resolution to change the name of the Company to Caplay Plc;

4. a resolution approving the allotment of options in the Company; and

5. a resolution approving the implementation of an executives' share option
scheme or schemes.

Action to be taken

You will find enclosed with this document a form of proxy for use at the EGM
and separate Class Meeting. This should be completed in accordance with the
instructions thereon and returned as soon as possible and, in any event, so as
to be received by Capita IRG Plc at Proxy Department, PO Box 25, Beckenham,
Kent BR3 4BR, not later than 10:00 am on Saturday 24th July 2004. The return of
a completed form of proxy will not prevent a shareholder from attending the EGM
or separate Class Meeting and voting in person should he or she so wish.

Recommendation

In the opinion of the Board, the resolutions set out in the Notice of the
Meetings are in the best interests of the Company and its shareholders as a
whole and your Directors unanimously recommend that shareholders vote in favour
of the resolutions to be proposed at the EGM and separate Class Meeting as they
intend to do in respect of the holdings beneficially held by them or which they
are entitled to vote, which together amount to 29,970,000 shares, together
representing approximately 29.97% of the present issued ordinary share capital
of the Company.

Yours faithfully,

Philip Reid

Chairman



END