Addleisure Share Discussion Threads

[dave108] 23/6/2007 20:39

The warrants could be good risk/reward at 1.2p but not sure when they expire does anyone know?

[trixter] 22/6/2007 09:58

isis - it is all about future potential. Sure, there's a risk - but from little acorns...

Fitbug has users in United Kingdom62.5% India12.5% United States 8.3% Israel4.2% Germany4.2% Philippines4.2% Canada 4.2% according to alexa and momentum is building, just as it is for M&S. Could all go wrong of course, but there are significant figures at the helm, cash in the bank so I am personally happy to take the risk. I have a much lower entry point than today's price having bought in on the lows for the past year. If you do the sums as to what happens with increasing users you end up with potentially large profit and market cap. Of course, they have to get there!

Regards and DYOR

[isis] 22/6/2007 09:45

100% increae in revenues would still only be £2m - errrr, big deal.
So at 6p Company isi valued at £13m and no sign of profit yet..............
BUPA have also taken a few bits for their money if you look at the statement.

[mjcrockett] 22/6/2007 09:23

Isis, you could argue that this was a re-financing. However, given that this was at a huge premium to the current share price and the funds were provided by a blue chip company who have also taken an equity stake in a subsidiary at huge premium, it is perhaps not the way to view the transaction.

MJ

[isis] 22/6/2007 09:07

The statement does'nt mention anything about revenues or profits going forward - just that BUPA has bought a stake and some bits of the Company.
You could also argue they were running out of money and its a Re-finance diguised as something else?

ADDleisure PLC
22 June 2007


ADDleisure plc / Ticker: ADE.L / Index: AIM / Sector: Leisure

22 June 2007

ADDleisure plc ('ADDleisure' or 'the Company')


Signs £6.7m deal with BUPA


ADDleisure, a market leader in health and leisure products and services
innovation, announces that BUPA, through its subsidiary BUPA Finance Plc
('BUPA'), has conditionally agreed to subscribe for a 29.9% stake in the Company
through a £3.0 million investment by way of a subscription of 60,600,000 new
ordinary shares of 0.5 pence each ('Ordinary Shares') at a subscription price of
5 pence per share.


BUPA has also conditionally agreed to make a further equity investment of £3.7
million to acquire a 50% equity stake in ADDleisure's wholly-owned subsidiary,
ADD Wellness Holdings Limited ('Midco'), which, following an internal
re-organisation and the acquisition of certain minority interests by the Company
('the Reorganisation'), will wholly own two product and service propositions:
Fitbug Limited ('Fitbug') and Movers and Shapers Limited ('Movers & Shapers').
As part of the agreement, BUPA will be allowed to appoint a Non- executive
Director to the board of ADDleisure. These two subscriptions by BUPA are, inter
alia, conditional on the Reorganisation having completed before 17 August 2007.
Following completion of the Reorganisation, application will then be made by the
Company for the 60,600,000 new Ordinary Shares which are to be issued to BUPA to
be admitted to trading on AIM.


In addition, under the terms of an option agreement between the Company and BUPA
to be entered into on completion, BUPA will be granted a right to subscribe for
further new Ordinary Shares (at a subscription price equal to the prevailing
market price of an Ordinary Share for the relevant preceding 20 business days)
in order to maintain its 29.9% interest in the Company. The option is only
exercisable should any warrants or options in issue (or capable of being issued
under the Company's existing warrant instrument) at the date of the option
agreement, together with the employee option to be granted and detailed further
below, be exercised.


The agreement will enable ADDleisure to further develop its key products and
services - including Fitbug, Movers & Shapers and Ez-Book - and accelerate its
expansion into the positive health and wellness territory, currently one of the
fastest growing areas of the industry.


ADDleisure's founders are some of the leisure industry's best-known
entrepreneurs: David Turner, co-founder of LA Fitness; Allan Fisher, founder of
Holmes Place; and David Cummin, founder of the software company Membertrack.
Michael Warshaw, former Chairman of Molton Brown, is a shareholder in and a
consultant to the Company. In tandem with the support of BUPA, the Directors aim
to strengthen and develop ADDleisure's position in the corporate and consumer
healthcare markets, where individuals are becoming more interested in proactive
health management through improved nutrition, wellbeing and increased exercise.


ADDleisure CEO David Turner said: 'ADDleisure was formed to provide innovative
health and wellbeing concepts to inspire individuals to take more responsibility
for their health. The Fitbug and Movers & Shapers propositions, developed
in-house by our team of experts, are proven wellbeing concepts that have
received very positive feedback.


'This deal not only endorses our strategy and product base but also gives
ADDleisure a powerful, long term strategic partner in BUPA, with whom we can
deliver these and other innovative products and services into the expanding
wellbeing market. BUPA provides us with additional know-how and financial
resource to enable us to fulfil our objective of becoming a leading investor in
and provider of health and leisure products and services to both the UK market
and overseas.'


BUPA Insurance Managing Director Fergus Kee said: 'We see this partnership as an
important step in allowing us to increase our focus on positive health and
wellness, whilst also retaining our market leading position in the care and
treatment of ill health. The combination of ADDleisure's management team and
unique products and services together with our breadth of experience in the
health and care industry will help us target new opportunities.


'The Government's White Paper Choosing Health: making healthier choices easier
puts the onus firmly on individuals to take more responsibility for their health
and wellbeing. It also suggested that the workplace represented the ideal
platform on which to promote its welfare reform agenda. The independent sector
has a crucial role to play in this arena.'


On completion, BUPA together with David Turner, David Cummin, and Allan Fisher
(being directors of the Company) will each enter into lock-in agreements in
favour of the Company, and where relevant BUPA, not to dispose of any of the
Ordinary Shares registered in their respective names, save for limited
circumstances, for a period of 24 months from completion and thereafter, for a
further 12 months, to only deal with their holdings of Ordinary Shares in an
orderly manner with a view to the maintenance of an orderly market in the
Ordinary Shares.


Prior to 17 August 2007 the Company will acquire the minority interests in its
subsidiary company Fitbug, which currently equals 25 per cent. of Fitbug's
issued share capital, in consideration for the issue and allotment of 2,500,000
new Ordinary Shares, in aggregate, at an issue price of 5 pence per share and
the Company will also acquire the minority interests in its subsidiary Movers &
Shapers Limited, which currently equal 10 per cent. of Movers & Shapers issued
share capital, in consideration for the issue and allotment of 10,000,000 new
Ordinary Shares, in aggregate, at an issue price of 5 pence per share ('the
Reorganisation'). The Company will make application on or before 17 August 2007
for the admission to trading on AIM of the 12,500,000 new Ordinary Shares which
are to be issued as the consideration payable by the Company for the
Reorganisation.


In addition, the Company will grant employee options to subscribe up to
8,201,389 new Ordinary Shares, at a subscription price of 5 pence per share
('the Option'). The Option vests two years after grant subject, in part, to
certain performance criteria.


Details of the BUPA agreement


1. On 21 June 2007 the Company entered into a conditional subscription agreement
with BUPA Finance Plc, a subsidiary of The British United Provident Association
Limited, ('the Agreement') whereby conditional on, inter alia, the
Reorganisation, occurring on or before 17 August 2007, BUPA would subscribe for
60,600,000 new Ordinary Shares at 5 pence per share and in addition, would also
subscribe for 36,700,000 new ordinary shares of 10 pence each in Midco ('Midco
shares') at a subscription price of 10 pence per share.

2. Under the terms of the Agreement the Company has given certain warranties in
favour of BUPA as regards the Company and its subsidiaries and other related
matters and has given certain undertakings in relation to the period prior to
completion.

3. Under the terms of the Agreement it has been agreed that on completion BUPA
and the Company will enter into a shareholders' agreement to govern their
relationship as equal shareholders in Midco.

4. Under the terms of the Agreement it has also been agreed that on completion:

4.1 BUPA will be allowed to appoint a Non-executive Director to the board of
ADDleisure;

4.2 an option agreement to be entered into pursuant to which BUPA will also be
granted a right to subscribe for further new Ordinary Shares (at a subscription
price equal to the prevailing market price of an Ordinary Share for the relevant
preceding 20 business days) if any of the warrants (including warrants capable
of being issued under the Company's existing warrant instrument) or options to
subscribe for Ordinary Shares which are in issue at the date of the Agreement
are exercised. In addition, the company has undertaken to seek shareholder
approval to issue and allot the maximum number of Ordinary Shares under the
option at its next general meeting;

4.3 BUPA together with David Turner, David Cummin, and Allan Fisher will enter
into lock-in agreements in favour of the Company, and where relevant BUPA, not
to dispose of any of the Ordinary Shares registered in their respective names as
at the date of the Agreement becoming unconditional, save for limited
circumstances, for a period of 24 months from completion and thereafter, for a
further period of 12 months, to only deal with their holdings of Ordinary Shares
in an orderly manner with a view to the maintenance of an orderly market in the
Ordinary Shares.



Details of the Reorganisation


1. The Company will acquire the minority shareholders' interests in Movers &
Shapers from Michael Warshaw and others for consideration of £500,000 to be
satisfied by the issue and allotment, credited as fully paid, of 10,000,000
new Ordinary Shares at an issue price of 5 pence per share. In addition the
option agreement between the Company and Michael Warshaw and others as
regards their holding of shares in Movers & Shapers dated 31 July 2006 will
be surrendered;
2. The Company would then sell its entire holding of 500,000 ordinary shares of
£1 each in the capital of Movers & Shapers to Midco in exchange for the
issue and allotment to it of 33,363,626 Midco shares, credited as fully
paid;
3. The Company would then acquire the 75 per cent. holding of its subsidiary
ADDleisure 2004 Limited in Fitbug for consideration of £375,000 (such monies
to remain outstanding on inter-company loan account);
4. The Company would then acquire the minority shareholders' interests in Fitbug
(being 25 per cent. of the issued shares in Fitbug) from Paul Landau and
others for consideration of £125,000 to be satisfied by the issue and
allotment, credited as fully paid, of 2,500,000 new Ordinary Shares, in
aggregate, at an issue price of 5 pence per share;
5. The Company would then sell its entire holding of 1,440 ordinary shares of £1
each in the capital of Fitbug to Midco in exchange for the issue and
allotment to the Company of 3,336,364 new Midco Shares, credited as fully
paid;
6. The issued share capital of Midco following completion of the Reorganisation
and prior to the subscription by BUPA will be 36,700,000 ordinary shares of
10 pence each.


* * ENDS * *


For further information visit www.addleisure.com or contact:

Ben Margolis ADDleisure Plc Tel: [phone]

Mark Percy/Liam O'Donoghue Seymour Pierce Tel: [phone]

Isabel Crossley St. Brides Media & Finance Ltd Tel: [phone]



About ADDleisure plc

Floated on AIM in October 2004, ADDleisure believes that the increase in
awareness of the importance of physical health and well-being has resulted in an
opportunity to develop and promote new highly differentiated offerings to the
health and leisure sectors.


It has three key investments: Fitbug Limited, developers of an online personal
health and well-being coach; Digital Plantation Limited, developers of Ez-Book
intelligent booking software; and Movers and Shapers Limited, a groundbreaking
retail concept for health and fitness services.


The Company has a highly experienced management team including Allan Fisher,
founder and former CEO of Holmes Place plc; David Turner, founder and former
director of LA Fitness plc; and David Cummin, founder and former director of
Membertrack Limited, a leading club membership software provider. Additionally,
Michael Warshaw, former Chairman of Molton Brown, is a consultant to the
Company.


About BUPA

BUPA is the UK market leader in health and care with a strong international
presence. Established in 1947, it has over 8 million customers in 190 countries
and 46,000 employees. Its main interests are health insurance, hospitals, care
homes for older people and young disabled, health assessments, workplace health
and childcare services. BUPA Travel offers a bespoke travel insurance service.
Sanitas in Spain, HBA in Australia, IHI in Denmark and AMEDEX in the US are all
part of the BUPA Group which also has centres in Hong-Kong, Thailand and Saudi
Arabia. BUPA is a company limited by guarantee and does not have any share
capital. As a result, it can focus on its customers, helping then to live
longer, healthier lives and can reinvest all of its profits to do this - this is
the dividend that BUPA provides.




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

[mjcrockett] 22/6/2007 09:02

isis, you can be pretty sure that BUPA will have thought of that. A company of their size and stature will not have invested nearly £7m without a very good reason. To start with BUPA have millions of customers to whon they can promote these products.

The interesting question is what value the market now gives the company. It will have 200m shares with BUPA's contribution, giving ADE a market cap of £11m at 5.5p. The company will now have BUPA's cash, but only half of ADD Wellness (Fitbug + Movers & Shapers). However, ADD Wellness must be worth a lot more as a BUPA joint venture than as a stand alone company. My guess is that the shares will settle around 6 to 7p, but who knows.

MJ

[isis] 22/6/2007 08:32

Although BUPA has bought a stake it does'nt say how its revenue enhancing?
Unless sick people are gonna run around the gym?

[gemini99] 22/6/2007 08:22

WST hold 22M shares in ADE. Doesnt look like anyone has picked up on that yet.

[isis] 22/6/2007 07:36

Looks good news should see 5p today.............

[trixter] 22/6/2007 07:36

Looks good to me. Plenty of cash to expand the business rapidly.

[2020hindsight] 22/6/2007 07:35

Oh boy, this is going to take some thinking through !!!!!!!

[trixter] 18/6/2007 13:25

Need to re-enter the USA. That is where the biggest potential for M&S and Fitbug is. Still, if they roll out to 60 Boots outlets there is a good chance of reasonable profit and significant re-rating, with more to come. M&S feels like it has the making of a good brand...

[crumppot] 18/6/2007 11:51

they must be worth anything upto 5

[trixter] 18/6/2007 11:44

4 p now being paid?

[crumppot] 18/6/2007 11:23

I agree but what do you think they are worth?