Addleisure Share Discussion Threads

[isis] 25/7/2007 11:06

The figures need to be good to justify the £13m or so valuation.

[crumppot] 24/7/2007 13:32

do you know when the next piece of info re the company might come out, ie some figures?

[piedpiper2] 18/7/2007 16:32

I`m out today as well. Still got good vibes about this stock though. Good luck to all that still hold !

[crumppot] 18/7/2007 16:25

I have sold a few and think I will sell a few more.
Good luck.

[isis] 18/7/2007 14:39

I'm sure you'll agree this all looks very straightforward. LOL

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 * *

[isis] 18/7/2007 14:11

To my mind all they did was get some financing from BUPA, which is quiet complicated as BUPA will wholly own two of their products.
I think because no one really understands the deal they have got a bit carried away, as usually happens with these things.
Don't forget ADE had little dosh left anyway!

[crumppot] 18/7/2007 14:06

time to look for the exit

[dickiepugs] 18/7/2007 14:03

Fundamentals don't come into play here. Addleisure are positioning to be a MAJOR player in the wellbeing/health market. With the type of strategic alliances announced already its looks odds on that they'll succeed and that annual sales could eventually dwarf todays valuation. I expect newsflow to accelerate from here-on-in.

[isis] 18/7/2007 13:55

Valuation still seems high based on previous sales. They would need several hundred percent to merit this valuation, maybe there's alot going on behind the scenes or maybe they've just gotten ahead of themselves.

[dickiepugs] 18/7/2007 13:51

Belive me - Prevention is better than Cure!

[dickiepugs] 18/7/2007 13:47

Interesting read...

[isis] 18/7/2007 13:44

But Why???

[dickiepugs] 18/7/2007 13:35

Vague rumours of stakebuilding by a hedge fund

[isis] 18/7/2007 13:10

There seem some pretty determind players trying to move this up.
Something must be out there.................

[clocktower] 18/7/2007 12:49

Agreed isis.