Acquisition

RNS Number:9602Q
Top Ten Holdings PLC
16 October 2003


Not for release, publication or distribution in whole or in part, in or into the
United States of America, Canada, Australia, Japan or the Republic of Ireland.


                              Top Ten Holdings PLC

  Acquisition of Eight Bingo Clubs and Four Amusement Arcades for #5.8 million

   Placing of 93,130,000 new Ordinary Shares at 5p per share to raise # 4.65
                                    million

          Open Offer of 17,791,447 New Ordinary Shares at 5p per share
   on the basis of 1 New Ordinary Share for every 15 existing Ordinary Shares
                          to raise up to #0.9 million

Summary

Top Ten Holdings PLC ("Top Ten" or the "Company"), the independent Bingo Club
and Amusement Arcade operating company, has today announced that it is to
acquire the business and assets of eight bingo clubs and four adjacent amusement
arcades for a total cash consideration of #5.8 million.  The Company has also
announced that Charles Stanley & Co. Limited has conditionally placed 93,130,000
Placing Shares, with institutional and other investors, at 5p per share to raise
approximately #4.65 million before expenses and that the Company is today making
an Open Offer to Shareholders to raise up to a further #0.9 million, before
expenses.

Alan Weston, Managing Director of Top Ten, commented:

"This acquisition, together with the Placing, confirms Top Ten's position as one
of the largest Bingo Club operators  in the UK.  The Board anticipates that we
shall be able to improve the performance of these eight clubs in the same way as
the Welcome Clubs which we purchased in December 2002.  The Company is now well
positioned to take advantage of further opportunities to acquire additional
clubs."

This summary should be read in conjunction with the full text of this
announcement.

For further information, contact:

Alan Weston
Managing Director, Top Ten Holdings Plc                  Tel: [phone]

Jonathan Naess
Nabarro Wells & Co. Limited                              Tel: [phone]

Russell Cook
Charles Stanley & Co. Limited                            Tel: [phone]


                              Top Ten Holdings PLC

  Acquisition of Eight Bingo Clubs and Four Amusement Arcades for #5.8 million

   Placing of 93,130,000 new Ordinary Shares at 5p per share to raise # 4.65
                                    million

          Open Offer of 17,791,447 New Ordinary Shares at 5p per share
   on the basis of 1 New Ordinary Share for every 15 existing Ordinary Shares
                          to raise up to #0.9 million


Introduction

The Board of Top Ten announces that Top Ten Bingo Limited, a wholly owned
subsidiary of the Company, has entered into an agreement to acquire the business
and certain assets comprising eight bingo clubs and four adjacent amusement
arcades from the Administrators of Northumbrian Entertainments Limited, N.B.
Mason (Amusements) Limited and N.B. Mason (Bingo) Limited (the "Vendors") for a
consideration of #5.8 million in cash (the "Acquisition").  In addition Charles
Stanley & Co. Limited ("Charles Stanley") has conditionally placed 93,130,000
Placing Shares, with institutional and other investors, at 5p per share to raise
approximately #4.65 million before expenses.

The Company also announces that Shareholders are being offered the opportunity
to participate in the fund raising through an Open Offer to Shareholders on the
basis of one New Ordinary Share for every 15 existing shares, also at 5p per New
Ordinary Share, with a facility for excess applications, to raise up to a
further #889,572 before expenses.  Details of the Open Offer are contained in a
circular which is being posted to Shareholders today.

Top Ten

At the time of its acquisition by the Company, Top Ten Bingo operated 12 bingo
clubs located across the United Kingdom, of which 11 were leasehold properties,
and one was a freehold property, which has subsequently been sold. Each of the
Group's existing bingo clubs is licensed in accordance with the Gaming Act 1968.

At the time of the Group's re-admission to trading on AIM in March 2002 the
Company operated 11 bingo clubs located across the United Kingdom, each of which
were leasehold properties.  The Company also owned a freehold bingo club, which
has since been sold.   The Group's stated strategy was to acquire further bingo
clubs which would enhance profitability and give consistent revenue generation
to the Group without a significant increase in central overheads.  In December
2002 the Company acquired Welcome Social Clubs Limited ("Welcome") for a total
consideration of approximately #3.15 million, giving the Group five additional
bingo clubs, bringing the Group's total portfolio to 16 bingo clubs.

Background to and details of the Acquisition

The Directors believe that the purchase of the businesses and assets comprising
the Acquisition represents an attractive opportunity to purchase eight bingo
clubs which the Directors believe fit within the Group's stated strategy.

On 15 October 2003 Top Ten Bingo entered into an agreement with the Vendors,
pursuant to which it has agreed to acquire the business and certain of the
assets of eight bingo clubs and four amusement arcades from the Vendors acting
by the Administrators for a consideration of #5.8 million.

Seven of these bingo halls are freehold and one is leasehold.  The freehold
premises comprise:

* The Majestic Bingo Hall, Durham;

* The Palais Bingo Hall and amusement arcade, Stanley, Co. Durham;

* The Imperia Bingo Hall and amusement arcade, Felling, Gateshead;

* The Savoy Bingo Hall, amusement arcade, and other land and buildings,
  Southwick, Sunderland;

* The Rex Bingo Club and amusement arcade, Silksworth, Sunderland;

* The Eldon Bingo Club, Darlington;

* The Palace Bingo Hall, South Tyneside.


The Bowl Tombola Social Club, Billingham, County Cleveland is held on a 10 year
lease expiring on 21 December 2011 at a current rental of #45,000 per annum,
subject to a rent review on 20 December 2006 and thereafter every five years.
This club is currently closed and it is the Company's intention to refurbish the
premises and reopen the club.  The cost of refurbishment is estimated by the
directors to be in the order of #500,000 and it is anticipated that this club
will reopen before July 2004. In addition, the directors expect to spend in the
order of #1 million on the refurbishment of the other properties being acquired.

The assets, the subject of the Acquisition, had an estimated proforma turnover
of #4,360,000 in the year ended 31 October 2002 and an estimated proforma EBITDA
of #1,200,000 for the same period, as extracted from the latest audited accounts
of the Vendors.

The Acquisition is expected to be completed on 20 October 2003.

The Placing

Charles Stanley has conditionally placed 93,100,000 Placing Shares with
institutional and certain other investors at 5p per share to raise #4.34 million
after expenses and commissions.  The Placing is conditional upon admission of
the Placing Shares to trading on AIM.  It is expected that the Placing Shares
will be admitted to trading on AIM on 17 October 2003.

Reasons for the Open Offer

The Open Offer is being undertaken to give Shareholders an opportunity, on a pro
rata basis, to subscribe for new Ordinary Shares at the same price as the
Placing Shares are being issued.  The net proceeds of the Open Offer will be
used to provide working capital for the Group.

Details of the Open Offer and excess applications

The Company is offering 17,791,447 New Ordinary Shares at 5p per share in an
Open Offer to Qualifying Shareholders to raise approximately #889,572 before
expenses.

Shareholders may apply to subscribe for New Ordinary Shares on the following
basis:

              One New Ordinary Share for every 15 Existing Shares

held on 10 October 2003 and so in proportion to any other number of Existing
Shares then held, rounded down to the nearest whole number of New Ordinary
Shares.  Qualifying Shareholders may subscribe for less than their pro rata
entitlement or for any amount greater than their pro rata entitlement.

Valid applications in respect of pro rata entitlements of Qualifying
Shareholders will be satisfied before acceptance of excess applications and if
applications are received for more than 17,791,447 New Ordinary Shares,
Qualifying Shareholders' excess applications will be reduced in such manner as
the Directors shall decide, provided that the Directors shall use their
reasonable endeavours to satisfy such excess applications pro rata to Qualifying
Shareholders' existing holdings.

The Open Offer has not been underwritten.  The Open Offer is conditional on the
passing of the Resolutions at the EGM.

Full details regarding subscription under the Open Offer are contained in the
document being posted to shareholders today.

Application will be made for permission to deal in the New Ordinary Shares on
AIM.  It is expected that dealings will commence in the New Ordinary Shares on
11 November 2003.  The New Ordinary Shares issued under the Open Offer will not
qualify for EIS/VCT relief. The New Ordinary Shares, when issued and fully paid,
will rank pari passu in all respects with the Existing Shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of their issue.

Directors' intentions and arrangements with Anstruther

Sir Aubrey Brocklebank, Chairman, will be taking up his entitlement to 1,000 New
Ordinary Shares under the Open Offer and has also irrevocably undertaken to
apply for ?? New Ordinary Shares under the excess application facility.
Directors Alan Weston and Norman Weston, through their interest in Anstruther
Properties Limited ("Anstruther"), and Bruce Roberts have all given irrevocable
undertakings not to take up any New Ordinary Shares in the Open Offer to which
they would respectively be entitled by virtue of their holdings of Existing
Shares.

Anstruther held approximately 67 per cent. of the issued share capital of the
Company prior to the Placing and Open Offer.  Following the Placing, and
assuming that the Open Offer is fully subscribed, Anstruther's shareholding will
represent approximately 47.65 per cent of the enlarged issued share capital of
the Company.

Current trading and future prospects

The Board believes that the Acquisition will prove beneficial to the Group as it
provides an opportunity to increase turnover without significantly increasing
overheads.  In the statement to shareholders dated 17 June 2003 the Company
announced that four of the five Welcome clubs were "trading ahead of
expectations".  The Board is pleased to state that this trend is continuing, and
it believes that the benefits arising from the Acquisition, together with
judicious improvement to the properties being acquired and better management,
will enable similar improvements to be made to the new clubs.  The Directors
believe that the refurbishment of The Bowl Tombola Social Club, Billingham,
whilst it will absorb cash in year one, should prove beneficial to earnings in
future years.

Competition and the market

There are over 700 licensed bingo clubs in the United Kingdom. The largest
operators are Gala with approximately 170 units and Mecca with approximately 120
units. On completion of the Acquisition the Group will be the third largest, by
number of units, with 24 units. The rest of the bingo market remains fragmented
with many companies operating only single units.

Working capital

The Directors are of the opinion, having made due and careful enquiry, and
taking into account the net proceeds of the Placing and the existing facilities
available to theGroup, that the Group has sufficient working capital for its
present requirements, that is for at least 12 months from the date of admission
of the New Ordinary Shares to trading on AIM.

Dividend policy

The Board indicated in its statement to shareholders dated 17 June 2003 that it
intended to recommend a dividend payment for the year ending 31 March 2004.
This remains the Board's intention, and the Company proposes to adopt a
progressive dividend policy, subject to maintaining a relatively high level of
earnings cover.

Share Options

The Directors consider that an important part of the Group's remuneration policy
should include equity incentives through the grant of share options to
employees.  Consequently it is proposed that the Directors be authorised to
grant options under the enterprise management incentive legislation pursuant to
the Income Tax (Earnings and Pensions) Act 2003, in the form of the Enterprise
Management Incentive Options ("EMI Options"), in respect of a maximum of ten per
cent. of the Company's issued ordinary share capital from time to time to be
approved at the EGM as detailed below.  The Board has no current intention of
granting EMI Options to the existing Directors.

Extraordinary General Meeting

An Extraordinary General Meeting of the Company is to be held on 10 November
2003 at 4.00p.m. at the offices of Finers Stephens Innocent, 179 Great Portland
Street, London W1W 5LS at which resolutions will be considered to increase the
Company's authorised share capital, to grant the necessary authorities for the
Open Offer and to approve and adopt the EMI Options (the "Resolutions").

Irrevocable undertakings

The Company has received an irrevocable undertaking to vote in favour of the
Resolutions from Anstruther and the other Directors, representing approximately
(63.55) per cent. of the issued ordinary share capital of the Company following
completion of the Placing.

Recommendation

The Directors, who have been so advised by Nabarro Wells & Co. Limited, consider
that the Resolutions to be proposed at the EGM are in the best interests of the
Company and its Shareholders and will be voting in favour of the Resolutions in
respect of their beneficial holdings amounting to approximately 89.9 per cent.
of the issued share capital of the Company.  Accordingly the Directors recommend
Shareholders to vote in favour of the Resolutions.

16 October 2003

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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