ADDleisure PLC ADE


This is about to breakout, 5p by end of today and then moving rapidly upto 10p by the end of the week. Its time to get in. My feeling is this one will break 10p and move on upwards as we move into the autumn. But my short term tatget is 10p and it now time to get in before it races away.

From a recent RNS

"To emphasise our commitment and confidence in the Company, the Directors are
exercising part of their holding of warrants. We are busy securing further
business for all our investments and believe that our investments have the
products and personnel to be successful."

The entire issued ordinary share capital and warrants of ADDleisure were
admitted to trading on AIM yesterday and the closing mid-market price on the
first day of dealings was 6.25p, representing a premium of 1.25p per share (or
25 per cent.) to the issue price of 5p per share.
ADDleisure has made a positive start to the 2005 financial year. The listing has
increased the awareness of the Company and given us the financial framework
within which to develop our business proposition.

n line with the Board's expectations, the results for the six months ended 31
January 2005 show a turnover of 98,000, although the Company was not actively
trading for most of that time. There was a gross profit of 35,000
The Power Plate was successfully introduced in the Netherlands in 1999. Today it
is licensed for distribution in over 24 countries including Italy, Spain,
France, Japan, China, South Korea, Canada and the USA and is widely used by
professional sports teams, training centres, rehabilitation

ADDleisure PLC
26 July 2006


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


26 July 2006

ADDleisure plc ('ADDleisure' or 'the Company')
Acquisition of In Moments Ltd


ADDleisure plc, the AIM traded company formed to develop products and services
in the health and leisure sectors, has acquired a 90% interest in In Moments
Limited ('In Moments') from Michael Warshaw and others ('the Vendors'), for
consideration of the issue of 11.25 million new ordinary shares of 0.5 pence
each in the Company ('Ordinary Shares') at an issue price of 5 pence per share
and the grant of 3.5 million warrants to subscribe new ordinary shares,
exercisable at 5 pence per share.


In Moments was formed by Michael Warshaw and others to develop and exploit new
health and fitness related retail opportunities. It will initially focus on
developing ADDleisure's new high street shape and vitality centres. These
combine Power Plate equipment and Fitbug programmes to offer personalised
training to the public. The Company will open its first centre in the UK in the
fourth quarter of 2006 and, through a joint venture with a third party, will
simultaneously open a centre in Hong Kong.


Michael Warshaw has a strong track record in the sector. He purchased premium
lifestyle brand, Molton Brown in 1990 and successfully grew it into an
international business before its sale to Kao Corporation of Japan for 170m
last year.


ADDleisure Chairman Allan Fisher said: 'Michael has a profound understanding of
consumer requirements and we are delighted to have concluded this deal and to be
working closely with him and his associates on developing our new centres.'


Michael Warshaw commented: 'The team at ADDleisure are innovative, highly
experienced and very focussed. We are delighted to be working together on this
new high street concept which we believe represents an interesting market
opportunity. Our joint ambition is to focus on consumers' increasing desire for
more accessible health and fitness facilities, which we believe these provide.'


Under the terms of the acquisition, ADDleisure is issuing 11.25 million new
Ordinary Shares in the Company credited as fully paid at 5 pence per share ('the
New Ordinary Shares') and granting 3.5 million warrants pursuant to the terms of
the Company's warrant instrument dated 19 July 2004 ('the Warrant Instrument')
which are exercisable at 5 pence per share at any time from the date of their
issue until 19 July 2009 ('the New Warrants') to the Vendors to acquire a 90%
interest in In Moments. The balance of In Moments Ltd's equity is held by the
Vendors. In Moments has a current cash balance of 0.5million. The New Ordinary
Shares will rank equally in all respects with the Existing Ordinary Shares
including in respect of all dividends and other distributions declared paid or
made after the date of issue. The New Warrants will rank equally with the
existing warrants granted pursuant to the Warrant Instrument.


Application has been made for the admission of 11,250,000 New Ordinary Shares
and 3,500,000 New Warrants to trading on the AIM market. The New Ordinary Shares
will rank pari passu with the existing ordinary shares of 0.5p each in the
Company and dealings in the New Ordinary Shares and the New Warrants are
expected to commence on AIM on 31st July 2006 ('Admission').


Under the terms of the acquisition, the Vendors have agreed not to dispose of
any of the New Ordinary Shares or of any of the New Warrants for a period of 6
months from Admission (save with the prior written consent of the Company and
its broker and certain other customary exceptions) and that for a further period
of 6 months thereafter they will only dispose of any of such New Ordinary Shares
or New Warrants through the Company's broker and after consultation with the
Company so as to maintain an orderly market in the Ordinary Shares and Warrants
(as the case may be).


The Company and the Vendors have also entered into a shareholders' agreement to
govern their relationship as shareholders in In Moments pursuant to which the
unanimity of shareholders is required for the undertaking of certain matters.
New articles of association for In Moments have also been adopted which provide,
inter alia, for pre-emption rights on the allotment of new shares and on the
transfer of issued shares (save for in the circumstance of certain limited
permitted transfers).


In addition the Vendors and the Company have entered into an option agreement
pursuant to which the Vendors can require that the Company purchase the Vendors'
shares in In Moments or the Company can exercise an option to acquire such
shares, such option being exercisable between 25 July 2009 and 25 July 2011 or
at certain limited times thereafter. The payment of the purchase price on the
exercise of the option is based on a formula and can be made in cash or by the
issue of new ordinary shares of 0.5 pence each in the Company (at a price
determined by the average mid-market price of an Ordinary Share as derived from
the AIM Appendix to the Daily Official List for a relevant period of trading
days as set out in the agreement) or by a combination of the same, depending on
the amount of the purchase price.


In addition the Company has entered into a consultancy agreement with
Summercroft Limited and Michael Warshaw whereby the services of Michael Warshaw
are to be supplied by Summercroft Limited to the Company for a minimum of three
years.


On Admission there will be 121,250,000 Ordinary Shares in issue of which Michael
Warshaw will be the registered holder of 9,000,000 Ordinary Shares representing
7.4% of the issued ordinary share capital at such time. On Admission there will
be 28,500,000 Warrants in issue of which Michael Warshaw will be the registered
holder of 2,800,000 Warrants representing 9.8% of the issued warrants at such
time.


** E N D S **


Contacts

Isabel Crossley St. Brides Media & Finance Ltd Tel: 020 7242 4477

Ben Margolis ADDleisure plc Tel: 020 7449 1000


About ADDleisure plc

Floated on AIM in October 2004, ADDleisure Plc believes that the
increase in awareness of the importance of physical health and wellbeing has
resulted in an opportunity to develop and promote new highly differentiated
offerings to the leisure industry as a whole, as well as market fitness products
and services to the millions of people who want to remain healthy.

It made three initial investments in Fitbug Limited, Liberation
Fitness Systems Limited (distributors of the Power Plate fitness equipment) and
Digital Plantation Limited (developers of Ez-Book intelligent booking software).
The stake in Liberation Fitness Systems was sold earlier this year for a
substantial profit.

The Company has a highly experienced management team, including
Allan Fisher, founder and former CEO of Holmes Place; 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.

Power Plate, a product which uses advanced vibration technology
to stimulate muscular and circulatory responses, offers users an effective
resistance workout in a fraction of the time when compared with an equivalent
gym session. ADDleisure's online personal health and well-being coach, Fitbug,
measures users' aerobic activity and nutrition, prescribing personal programmes
and motivating users towards achievement of their goals.




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

If Michael Warshaw and company are buying in at 5p a share then the current offer price of 2.5p in the market would appear to be extremely cheap.

Ian

It's taken nearly a year but we are finally over 5p !!!!!

;o)