Admission Cancellation/EGM

RNS Number:9486N
Soccercity PLC
13 February 2008

                                 SOCCERCITY PLC

                                (the "Company")



                  Cancellation of Admission and notice of EGM





As announced on 30 January 2008, subject to Shareholder approval, the Company
has taken the decision to cancel Admission of the Existing Ordinary Shares and
re-register the Company as a private limited company. It is proposed that the
Company will continue as an unquoted private limited company in order to enable
the Directors to continue to develop the business.



In addition, Acceleris plc, WH Ireland and Valedale Consultants Ltd have
indicated their willingness that an aggregate sum of £100,000 owed by the
Company to them will be capitalised by the issue of, in aggregate, 20,000,000
New Ordinary Shares.  In order to effect the Capitalisation, the Company will
propose a Capital Re-organisation.



Shareholder approval is required under the AIM Rules for the Cancellation and
under the Acts for the Capital Re-organisation and the re-registration as a
private limited company. An Extraordinary General Meeting of the Company will be
held at 9.00 a.m. on Monday 10 March 2008 at the office of WH Ireland Limited,
11 St. James's Square, Manchester, M2 6WH at which resolutions will be proposed
to approve, inter alia, the Proposals.



If shareholders approve the Cancellation at the EGM the proposed date for
Cancellation is 8am on Tuesday 18 March 2008.



Information on and reasons for the Proposals



1.                   Cancellation



At present, the annual costs associated with Admission and the Company's status
as a public limited company are approximately £80,000. In the opinion of the
Directors, the costs of being a public company and of having the Company's
shares admitted to trading on AIM are not justifiable and the interests of the
Company would be best served by reducing, significantly, these costs to allow
the business of the Company further time to develop.



2.                   Capitalisation



Acceleris plc, WH Ireland and Valedale Consultants Limited have indicated their
willingness that an aggregate sum of £100,000 owed to them by the Company will
be capitalised by the issue of new shares. The Company is proposing to allot and
issue 20,000,000 New Ordinary Shares pursuant to the Capitalisation.



3.                   Capital Re-organisation



Certain changes to the capital of the Company are necessary in order to effect
the Capitalisation. The Capital Re-organisation will be subject to the
Cancellation occurring.



Under the Acts no share may be allotted fully paid at a discount to its nominal
value.  The nominal value of each Ordinary Share is 1p and the price at which it
is proposed the New Ordinary Shares are to be issued pursuant to the
Capitalisation is 0.5p per share.  In order to enable the Capitalisation Shares
to be issued at 0.5p per share, each issued Ordinary Share will be subdivided
into one New Ordinary Share and one Deferred Share.  Each New Ordinary Share
will have the same rights (including voting rights, dividend rights and rights
on a return of capital albeit on the basis of a reduced nominal amount) as each
Ordinary Share.  Certificates for each Existing Ordinary Share will remain valid
for the same number of New Ordinary Shares arising on the Capital
Re-organisation.  The rights of the Deferred Shares will render them effectively
worthless.



It is proposed that, in due course, the Deferred Shares will be cancelled.  Each
unissued Ordinary Share will be sub-divided into 100 unissued New Ordinary
Shares.



The City Code and Transfers



Following the Cancellation and Re-registration the City Code will continue to
apply to the Company as it has issued a prospectus within the last 10 years.



It is the intention of the Company that from Cancellation WH Ireland will
provide a free trading facility in the Company's New Ordinary Shares for a
period of six months from Cancellation. Further details of the trading facility
will be put on the Company's website in due course, www.soccer-city.co.uk.



New Ordinary Shares will remain freely transferable but will not be transferable
through CREST. Instead, Shareholders who currently hold shares in uncertificated
form will receive share certificates in due course following the Cancellation
taking effect. Share transfers may still be effected after the date of
Cancellation by depositing a duly executed and stamped stock transfer form
together with an appropriate share certificate with the Company's Registrar.



Extraordinary General Meeting



As explained above, the Proposals are subject to the approval of Shareholders at
the EGM.



At the EGM the following special resolutions will be proposed to:



(1)           approve the Cancellation in accordance with the AIM Rules;



(2)           re-register the Company as a private limited company and make
              certain alterations to the Company's Memorandum and Articles of 
              Association;



(3)           approve the Capitalisation;



(4)           give the Directors authority to allot shares;



(5)           sub-divide the Existing Ordinary Shares into one New Ordinary
              Share and one Deferred Share;



(6)           sub-divide the unissued Ordinary Shares into New Ordinary Shares;



(7)           alter the Articles of Association of the Company; and



(8)           exclude statutory pre-emption rights.



Recommendation



The Directors consider that the Proposals are in the best interests of the
Company and its Shareholders as a whole.  Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions  at the EGM as
they intend to do in respect of their own beneficial holdings amounting to
5,755,625 Existing Ordinary Shares, representing 4.36 per cent. of the Company's
Existing Ordinary Shares.





For further information please contact:



Norman Molyneux, Soccercity                  Tel: [phone]

David Youngman, WH Ireland Limited           Tel: [phone]





Copies of the circular despatched to Shareholders are available from the
Company's website, www.soccer-city.co.uk


The following definitions apply throughout this announcement unless the context requires otherwise:


"Acts"                                    Companies Acts 1985 and 2006
"Admission"                               the admission of the Company's Ordinary Shares to trading on
                                          AIM
"AIM"                                     a market operated by the London Stock Exchange plc
"AIM Rules"                               the AIM Rules for Companies, published by the London Stock
                                          Exchange plc from time to time
"Cancellation"                            the proposed cancellation of Admission
"Capitalisation"                          the proposed capitalisation of the sum of £100,000 owed by the
                                          Company
"Capitalisation Shares"                   the 20,000,000 New Ordinary Shares to be issued pursuant to
                                          the Capitalisation
"Capital Re-organisation"                 the proposed re-organisation of the share capital of the
                                          Company
"City Code"                               the City Code on Takeovers and Mergers
"Company" or "Soccercity"                 Soccercity plc
"Company's Registrar"                     Capita Registrars
"CREST"                                   the relevant system (as defined in the Uncertificated
                                          Securities Regulations 2001) in respect of which Euroclear UK
                                          & Ireland Limited is the Operator (as defined in such
                                          regulations)
"Directors" or "Board"                    the board of directors of the Company
"Deferred Shares"                         the 132,072,498 deferred shares of 0.99p each in the capital
                                          of the Company following completion of the Capital
                                          Re-organisation
"EGM" or "Extraordinary General Meeting"  the extraordinary general meeting of the Company to be held at
                                          the office of WH Ireland Limited, 11 St. James's Square,
                                          Manchester, M2 6WH at 9.00 a.m. on Monday 10 March 2008
"Enlarged Share Capital"                  the New Ordinary Shares and the Capitalisation Shares
"Existing Ordinary Shares"                the 132,072,498 Ordinary Shares in issue at the date of the
                                          circular
"New Ordinary Shares"                     ordinary shares of 0.01p each in the capital of the Company in
                                          issue following completion of the Capital Re-organisation and
                                          Capitalisation
"Ordinary Shares                          ordinary shares of 1p each in the capital of the Company
"Proposals"                               the proposed Cancellation, Capital Re-organisation,
                                          Capitalisation and  Re-registration
"Re-registration"                         the proposed re-registration of the Company as a private
                                          limited company
"Resolutions"                             the special resolutions to be proposed at the EGM
"Shareholders"                            the holders of Existing Ordinary Shares
"WH Ireland"                              WH Ireland Limited, the Company's nominated adviser







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