Acquisition of Shares & Notice of General Meeting

 

TIDMPLEI 
 
RNS Number : 1378N 
Pantheon Leisure PLC 
11 February 2009 
 

Pantheon Leisure plc / Epic: PLEI / Market: AIM / Sector: Leisure 
11 February 2009 
Pantheon Leisure plc ('Pantheon' or 'the Company') 
Acquisition of Shares & Notice of General Meeting 
 
 
Pantheon Leisure plc, the AIM quoted company formed to acquire businesses in the 
leisure sector, has agreed to acquire 22,540,000 ordinary shares of 0.5 pence 
each in the share capital of AIM listed ADDleisure Plc ('the Sale Shares') 
together with its 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') ('the Acquisition') from Reverse Take-Over Investments Plc ('RTI'), a 
wholly owned subsidiary of Westside Acquisitions Plc ('the Agreement'). 
 
 
Under the terms of the Agreement, the acquisition of the Sale Shares and the 
Sale Warrants is conditional (inter alia) on the approval by Shareholders being 
given at the General Meeting ('the GM') as such purchase is a substantial 
property transaction within the meaning of the Companies Act 2006 (the 'Act'). 
The GM is to be held at Finers Stephens Innocent LLP, 179 Great Portland Street, 
London W1W 5LS on 2 March 2009 at 10.30am. The notice of the GM, along with a 
document detailing additional information regarding the Agreement is being 
posted to shareholders today, 11 February 2009. 
 
 
Under the terms of the Agreement, the Company has agreed, subject (inter alia) 
to the approval of Shareholders, to acquire the Sale Shares and the Sale 
Warrants for the aggregate amount of GBP500,000. The Sale Shares represent 
approximately 10.75% of the issued share capital of ADDleisure Plc, being RTI's 
entire holding of shares of ADDleisure Plc. 
 
 
The consideration payable under the Agreement will be satisfied by the issue of 
GBP500,000 7.5% unsecured convertible loan notes by the Company to RTI ('the 
Loan Notes'). The Loan Notes are convertible by RTI in whole or part at any time 
prior to their redemption, into new Ordinary Shares of 0.5 pence in the capital 
of the Company ('Ordinary Shares') at a conversion price of 1 pence per new 
Ordinary Share. Accordingly, if RTI exercises its rights to convert all the Loan 
Notes into Ordinary Shares, RTI will be issued with 50 million fully paid 
Ordinary Shares which represents approximately 29.4% of the then enlarged share 
capital of the Company. The Loan Notes will be redeemable at any time by the 
Company on or after the first anniversary of the date of issue and to the extent 
not redeemed or converted, will be repayable on 2 March 2014. 
 
 
Pursuant to the terms of the Agreement, the Company is acquiring a non-cash 
asset from RTI, which is a wholly owned subsidiary of Westside Acquisitions Plc 
('Westside'). Westside is an AIM listed company, which through its subsidiary 
Westside Sports Limited owns 62.5% of the issued share capital of the Company 
and of which both Richard Owen and Geoffrey Simmonds are directors, 
shareholders, warrantholders and the holders of options and in respect of which 
Bill Weston is a substantial shareholder. 
 
 
Accordingly, due to the nature of their relationship and the holdings of Richard 
Owen and Geoffrey Simmonds, together with the other directors of Westside, the 
Acquisition is a substantial property transaction within the meaning of the Act 
and therefore requires the approval of Shareholders at a general meeting. The 
Agreement is also conditional on the approval of the shareholders of Westside 
being obtained at a general meeting which has been convened for the same day at 
the GM. 
 
 
In addition, the Acquisition is also a related party transaction within the 
meaning of the AIM Rules. Where a company whose shares are admitted to trading 
on AIM enters into such a transaction, the requirement is for those directors of 
the company who are independent of the transaction to consider, after 
consultation with the company's Nominated Adviser, whether the terms of the 
transaction are fair and reasonable as far as the company's shareholders are 
concerned. 
 
 
The Independent Directors (Irvin Fishman and Barbara Moss), having consulted 
with the Company's Nominated Adviser, Dowgate Capital Advisers Limited, consider 
that the terms of the Acquisition are fair and reasonable insofar as the 
Shareholders are concerned. 
 
 
The Independent Directors believe that ADDleisure Plc has considerable growth 
potential and welcomes the opportunity to become a substantial shareholder and 
in turn, expanding the Company's interests in a complimentary area of the 
leisure sector. 
 
 
Geoffrey Simmonds is the legal and beneficial holder of 100,000 ordinary shares 
of 0.5 pence each in ADDleisure Plc and 50,000 warrants to subscribe for 50,000 
ordinary shares of 0.5 pence each in ADDleisure Plc. Richard Owen is the 
beneficial holder of 750,000 ordinary shares of 0.5 pence each in ADDleisure Plc 
and 50,000 warrants to subscribe for 50,000 ordinary shares of 0.5 pence each in 
ADDleisure Plc. Bill Weston is the legal and beneficial holder of 2,200,000 
ordinary shares of 0.5 pence each in ADDleisure Plc and 1,000,000 warrants to 
subscribe for 1,000,000 ordinary shares of 0.5 pence each in ADDleisure Plc. 
Neither Irvin Fishman nor Barbara Moss hold any ordinary shares or warrants in 
ADDleisure Plc. 
 
 
Richard Owen, Geoffrey Simmonds, Barbara Moss and Bill Weston have given an 
irrevocable undertaking to vote in favour of the Resolution being proposed at 
the GM. 
 
 
Further information on ADDleisure can be found on its website at 
www.addleisure.com. 
 
 
* * ENDS * * 
 
 
For further information please visit www.pantheonleisure.com or contact: 
 
 
+-------------------+----------------------------------+--------------------+ 
| Geoffrey Simmonds | Pantheon Leisure plc             | Tel: [phone] | 
+-------------------+----------------------------------+--------------------+ 
| Liam Murray       | Dowgate Capital Advisers Limited | Tel: [phone] | 
+-------------------+----------------------------------+--------------------+ 
| Susie Callear     | St Brides Media & Finance        | Tel: [phone] | 
|                   | Limited                          |                    | 
+-------------------+----------------------------------+--------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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