Proposed Cancellation of Admission to Trading -AIM

13 May 2016

All Leisure group plc

("All Leisure", the "Company" or the "Group")

Proposed Cancellation of Admission to Trading on AIM

On 15 February 2016, the Board of All Leisure announced that it was actively considering delisting from the AIM market. As a result of a review of the benefits and drawbacks of being a quoted company, the Board has concluded that the cancellation of admission of its Ordinary Shares to trading on AIM ("Cancellation") is in the best interests of the Company.

The Company therefore announces its intention to seek Shareholders' approval for the Cancellation. An explanatory circular will be posted to Shareholders today setting out the background to and reasons for the Cancellation, the reasons why the Directors believe that this is in the best interests of the Company and its Shareholders as a whole and their recommendation to Shareholders to vote in favour of the resolution on the Cancellation ("Resolution").

An extraordinary general meeting ("General Meeting") of the Company will be held at 10 a.m. on 8 June at the offices of VSA Capital, New Liverpool House, 15 Eldon Street, London EC2M 7LD at which the Resolution will be proposed to Shareholders for approval. A notice convening the General Meeting is set out in the circular to shareholders which will shortly be available on the Company's website (www.allleisuregroup.com).

The Company has received irrevocable undertakings from certain Directors and certain Shareholders holding, in aggregate, 46,990,711 Ordinary Shares, representing approximately 76.1 per cent. of the Ordinary Shares at the time of this announcement, to vote in favour, or procure that their Ordinary Shares are voted in favour, of the Cancellation.

Subject to the Resolution being passed at the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at close of business on 15 June 2016. The proposed date for the Cancellation taking effect is 16 June 2016. Pursuant to Rule 41 of the AIM Rules, the Company, through its nominated adviser, Panmure Gordon, has notified the London Stock Exchange of the proposed Cancellation.

All terms used within this announcement will have the same meaning as applied within the Circular.

Enquiries:

Background and reasons for the Cancellation

The Board has conducted a review of the benefits and drawbacks to the Group retaining its quotation on AIM. The Board believes that Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:

· the considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM which, in the Directors' opinion, are disproportionate to the benefits to the Company;

· the Directors and two other shareholders hold in total over 76 per cent. of the Company's current issued share capital and, as a result, the free float and liquidity of the Ordinary Shares is limited;

· since listing in 2007, the performance of the Company has been constrained by various factors including the difficult environment that faces the industry, and the outlook for the Company remains challenging. The market price of the Company's Ordinary Shares and the market capitalisation of the Company have been impacted heavily as a result; and

· the Board has no current plans to raise additional capital through the AIM Market.

After careful consideration, the Directors have, therefore, concluded that the costs and other disadvantages of remaining quoted on AIM outweigh the potential benefits and it is no longer in the best interests of the Company or its Shareholders to maintain the Company's admission to trading on AIM. The Board has, accordingly, decided to propose the Cancellation.

Effect of Cancellation

The principal effects of Cancellation will be that:

· there will be no public market or trading facility on any recognised investment exchange for the Ordinary Shares and, consequently, there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares. The underlying liquidity in the Ordinary Shares is currently low and, in the opinion of the Directors, is likely to remain that way for the foreseeable future whether or not the cancellation proceeds. A proposal for an informal matched bargain facility arranged through the Company is described below. Hence, the opportunity for Shareholders to realise their investment in the Company will be more limited;

· it is possible that following this announcement, the liquidity and marketability of the Ordinary Shares may be significantly reduced and the value of such shares may be adversely affected as a consequence;

· the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply. The Company will, therefore, achieve cost savings as a result of no longer being subject to the provisions of this regime;

· Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events, including substantial transactions, financing transactions, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

· the Company will cease to have an independent financial and nominated adviser and broker;

· as an unlisted company, the Company will be subject to less stringent accounting disclosure requirements; and

· the Cancellation may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.

Cancellation process

Under the AIM Rules, the Cancellation can only be effected by the Company after the passing of the Resolution approved by at least 75 per cent. of the votes cast by Shareholders (present in person or by proxy) in a general meeting, and the expiration of a period of 20 Business Days from the date on which notice of the Cancellation is given, being today. In addition, a period of at least five Business Days following approval of the Cancellation is required before the cancellation of admission of the Ordinary Shares to trading on AIM will be effective.

Ordinary Share dealing following Cancellation

Following Cancellation, as the Ordinary Shares will no longer be traded on a public market, the Company intends to use reasonable endeavours to facilitate introductions and communication among Shareholders who wish to sell their Ordinary Shares and those persons who wish to purchase Ordinary Shares. To do this Shareholders or persons wishing to acquire or sell Ordinary Shares will be able to leave an indication with the Company that they are prepared to buy and sell Ordinary Shares at a specified price. In the event that the Company is able to match that order with an opposite sell or buy instruction, the Company would contact both parties to effect the order. In carrying out such activities, the Company will take no responsibility to match-up Shareholders wishing to sell and purchase Ordinary Shares, and no responsibility in respect of the time frame in which introductions or communications (if any) are made or as to the price at which any trades might take place.

Irrevocable undertakings

Certain of the Directors have given irrevocable undertakings to the Company to vote in favour of the Resolution (and to procure that such action is taken by the relevant registered holders) in respect of their beneficial holdings totalling 40,150,192 Ordinary Shares, representing approximately 65.03 per cent. of the Ordinary Shares in issue.

In addition, the Company has received irrevocable undertakings from certain other Shareholders to vote in favour of the Resolution in respect of a total 6,840,519. Ordinary Shares representing, in aggregate, approximately 11.08 per cent of the Ordinary Shares in issue.

In total the Company has received irrevocable undertakings to vote in favour of the Resolution to be proposed at the General Meeting in respect of beneficial holdings totalling 46,990,771 Ordinary Shares, representing approximately 76.1 per cent. of the Ordinary Shares in issue.

Current trading

The Company released its Annual Report for the year ended 31 October 2015 on 15 February 2016. In this report the Directors stated that the Company's trading conditions remain very challenging as various geopolitical situations and events have an effect on consumers' propensity to travel. In light of this, the Company remains focused on cutting costs, including the costs of maintaining its admission to AIM, and will consider other corporate actions if appropriate, to seek to strengthen the Company's balance sheet and improve the Group's profitability.

Strategy following the Cancellation

Following completion of the Cancellation, the Board intends to continue its existing operating activities through the provision of an increasing choice of niche holidays targeted at the UK over 55's market.

Expected timetable of events

Recommendation of the Directors

The Directors consider the Cancellation to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution as the Directors intend to do in respect of their respective beneficial holdings of, in aggregate, 40,150,192 Ordinary Shares, representing approximately 65.03 per cent. of the total issued share capital of the Company as at 13 May 2016 (being the latest practicable date prior to the publication of this Circular).