
Stanley Leisure PLC
26 June 2006
FOR IMMEDIATE RELEASE
26 June 2006
London Clubs International plc
Stanley Leisure plc
The Boards of London Clubs International plc ('London Clubs') and Stanley
Leisure plc ('Stanley') note recent press speculation and confirm that they are
in discussions concerning the possibility of a nil premium merger of Stanley and
London Clubs. If concluded, it is anticipated that a merger would be effected
by way of a share-for-share exchange on the basis of 1 new Stanley share for
every 6 London Clubs shares reflecting the ratio of the market capitalisations
of the two companies over recent months. Discussions are ongoing and there is
no certainty that they will lead to a transaction.
A further announcement will be made in due course. Pending any such announcement
the companies do not intend to comment further.
Enquiries:
College Hill Associates 020 7457 2020
Matthew Smallwood
Hudson Sandler 020 7796 4133
Michael Sandler/Sandrine Gallien
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Stanley or of London Clubs, all 'dealings'
in any 'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an '
interest' in 'relevant securities' of Stanley or London Clubs, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Stanley or of London Clubs by Stanley or London Clubs, or by any
of their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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