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Allied Leisure PLC (~073)

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Thursday 21 September, 2000

Allied Leisure PLC

Offer by Georgica Plc

Allied Leisure PLC
21 September 2000

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART IN OR INTO THE UNITED STATES, AUSTRALIA CANADA OR
JAPAN.


Offer
by WestLB Panmure Limited
on behalf of

Georgica plc

to acquire

Allied Leisure PLC

1.    Introduction

The board of Georgica (a newly formed public company
established for the purposes of making the Offer)
announces the terms of a share offer, to be made by
WestLB Panmure on behalf of Georgica, to acquire the
entire issued and to be issued share capital of Allied
Leisure.  The Closing Price per Allied Leisure Share on
20 September 2000 (the business day prior to this
announcement) was 92p, giving Allied Leisure a market
capitalisation of £50.3 million.

Assuming full acceptance of the Offer, Allied Leisure's
existing shareholders would own 99.8 per cent. of the
then issued ordinary share capital of Georgica.

The Offer will be conditional on, inter alia, AIM
announcing that it has agreed to admit the Georgica
Shares to trading.

2.   The Offer

On behalf of Georgica, WestLB Panmure will offer to
acquire, on the terms and subject to the conditions set
out or referred to in Appendix I of this announcement,
all of the Allied Leisure Shares on the basis set out
below:

     for each Allied Leisure Share                 one
     Georgica Share

The conditions of the Offer are specified in Appendix I
of this announcement and include the receipt by Georgica
of acceptances in respect of 90 per cent. of the Allied
Leisure Shares to which the Offer relates (or such lesser
percentage as Georgica may, subject to the Code, decide)
and AIM announcing that it has agreed to admit the
Georgica Shares to trading.  However, Georgica intends to
declare the Offer unconditional as to acceptances as soon
as practicable following receipt of acceptances in
respect of more than 50 per cent. of the issued Allied
Leisure Shares.

Full acceptance of the Offer (excluding Allied Leisure
Shares issued pursuant to the exercise of outstanding
options under the Allied Leisure Share Option Schemes
while the Offer remains open for acceptance) would
involve the issue of approximately 54.7 million Georgica
Shares, representing 99.8 per cent. of the then issued
share capital of Georgica.

The Offer extends to all Allied Leisure Shares
unconditionally allotted or issued and fully paid on the
date of the Offer, together with any further such shares
which are unconditionally allotted or issued and fully
paid whilst the Offer remains open for acceptance (or by
such earlier date as Georgica may, subject to the Code,
decide), including any which are so unconditionally
allotted or issued and fully paid pursuant to the
exercise of options issued under the Allied Leisure Share
Option Schemes.

The Allied Leisure Shares to which the Offer relates will
be acquired by, or on behalf of, Georgica fully paid and
free from all liens, equities, mortgages, charges,
encumbrances, rights of pre-emption and other interests
and together with all rights attaching thereto, including
all voting rights and the right to receive and retain all
dividends and other distributions declared, made or paid
on or after 20 September 2000.

The Georgica Shares will be issued, free of liens,
charges and encumbrances and credited as fully paid. Full
particulars of the rights attaching to Georgica Shares
(including rights in relation to dividends) are contained
in the AIM Admission Document. Application has been made
to admit the Georgica Shares to trading on AIM.

3.   Irrevocable undertaking and letters of intent

Georgica has received an irrevocable undertaking and
letters of intent to accept the Offer in respect of 41.8
per cent. of the issued share capital of Allied Leisure
(as per the Allied Leisure register of members at 9
August 2000) from the following shareholders:

* Schroder Investment Management (UK) Limited has granted
  Georgica an irrevocable undertaking to accept the Offer
  in respect of 8,141,682 Allied Leisure Shares,
  representing 14.9 per cent. of Allied Leisure's issued
  share capital and a letter of intent to accept the
  Offer in respect of a further 1,678,439 Allied Leisure
  Shares, representing 3.1 per cent. of Allied Leisure's
  issued share capital;

* UBS Asset Management Limited, Clerical and Medical
  Investment Group Limited, Framlington Investment
  Management Limited and Henderson Investors Limited have
  notified Georgica that it is their intention to accept
  the Offer in respect of their holdings of Allied
  Leisure Shares, amounting in total to 13,040,892 Allied
  Leisure Shares, representing 23.8 per cent. of Allied
  Leisure's issued share capital;

The above irrevocable undertaking remains binding in the
event of a competing offer for Allied Leisure.

The above percentages have been based on the Allied
Leisure share register as at 9 August 2000.

Save for the irrevocable undertaking referred to above no
arrangement exists between any person and Allied Leisure
or any associate of Georgica or Allied Leisure in
relation to the Allied Leisure Shares or securities
convertible into, or exchangeable for, rights to
subscribe for, or options in respect of Allied Leisure
Shares which may be an inducement to deal or refrain from
dealing in and save as disclosed in this document neither
Georgica, nor, so far as Georgica is aware, any person
acting in concert with Georgica owns or controls or is
interested, directly or indirectly in any Allied Leisure
Shares or has any option to acquire any Allied Leisure
Shares or has entered into any derivatives referenced to
Allied Leisure Shares.

4.   Nicholas Oppenheim

In 1972, Nicholas Oppenheim graduated from Columbia
University in New York City with a Masters degree in
Business Administration.  Since then he has been a
director and substantial shareholder in a number of
quoted UK companies.

Nicholas Oppenheim was non-executive Chairman of
Whitegate Leisure plc, a broadly based UK leisure
company, when it obtained a quotation on the Third Market
in October 1988.  He assumed full time responsibility for
that company (as Vice Chairman) in January 1992 at which
point the company was suffering during the UK recession.

He presided over the recovery of Whitegate Leisure which
was renamed Northern Leisure in November 1993 when its
shares were transferred to the Official List and remained
Vice Chairman until October 1999 when he stepped down
from the board of Northern Leisure. Until the bid for
Northern Leisure by Luminar plc in May 2000, Nicholas
Oppenheim continued to play a prominent role in the
company as a major shareholder along with his family
interests.  By that time, Northern Leisure was a leading
provider of late night entertainment and owned and
operated 134 sites throughout the UK. The Luminar plc bid
for Northern Leisure valued Northern Leisure at £392
million upon announcement.

Prior to announcement of the Offer, Nicholas Oppenheim
acquired in Georgica 100,000 Ordinary Shares at 100p each
and Nicholas Oppenheim and members of his family
subscribed for 2,538,075 Convertible Ordinary Shares at
98.5p each.  These Convertible Ordinary Shares are
unquoted, freely transferable, and are convertible into
2,538,075 or more Georgica Shares (subject to a maximum
number of 10,152,300) dependent on the growth achieved in
Georgica's share price and/or the passage of time.  A
full summary of the terms of the Convertible Ordinary
Shares will be contained in the AIM Admission Document.

5.   Information on Georgica

Georgica was incorporated on 24 July 2000 and registered
in England and Wales with registered number 4039562. Upon
the Offer becoming wholly unconditional, the Company's
principal asset will be its shareholding in Allied
Leisure.

Georgica's only asset is £2.6 million of cash which was
paid to Georgica by Nicholas Oppenheim and his family in
consideration for 100,000 Ordinary Shares and 2,538,075
Convertible Ordinary Shares.

Backgrounds of the Georgica Board are outlined below and
further information on the Board will be  contained in
the AIM Admission Document.

Donald Hanson (Chairman) - Managing Partner of Andersen
Worldwide from 1989 to 1997 and Senior Partner of Arthur
Andersen in the UK from 1982 to 1989.  Chairman of
Northern Leisure from July 1999 to July 2000.  Also a
director of a number of private companies.

Nicholas Oppenheim (Vice Chairman and Chief Executive) -
See above.

Nicholas Clayton (Non-executive director) - Currently
advising a number of small, unlisted businesses in
Thailand, Australia and the UK.  He previously founded
and managed an investment consultancy business, MCL,
Clayton Ltd, based in Thailand from 1988 to 1997 and also
worked for Bank of America in Hong Kong and NM Rothschild
& Sons in the UK.

Margaret Mountford (Non-executive director) - Partner at
Herbert Smith, solicitors, from 1983 to 1999 and was
joint head of corporate finance until April 1999 during
which time she advised a wide range of clients including
various listed leisure groups.  Also a non-executive
director of Amstrad plc and previously a non-executive
director of Hillsdown Holdings plc.

6.   Information on Allied Leisure

Allied Leisure's business has the following four
divisions:
*    Bowling based family entertainment - Allied Leisure
     is a 50 per cent. partner in a joint venture which
     owns 58 ten-pin bowling sites across the UK.  The
     joint venture was created in November 1999 by the
     combination of Allied Leisure's old Megabowl
     business and the Superbowl business which was
     acquired by Duke Street Capital from First Leisure
     Corporation plc in September 1999. Allied Leisure
     provides management services to the joint venture
     business, which is operated under the Megabowl brand
     name. A further six bowling centres were added to
     this division upon the acquisition of Waterfall;

*    Cue sports division - Allied Leisure owns and
     operates a chain of 170 cue sports clubs across the
     UK.  The clubs mainly trade under the Rileys brand;

*    Branded food - Allied Leisure operates 35 Burger
     King restaurants operating within the Burger King
     franchise network; and

*    Bars and discotheques - This division operates
     approximately 23 bars and discotheques in the UK
     following the disposal of 27 units to Luminar PLC in
     December 1999.

For the financial year ended 30 June 1999, Allied Leisure
recorded profit before tax of £4.1 million on sales of
£61.2 million. As at 30 June 1999, Allied Leisure had net
assets of £59.6 million.

For the six month period ended 31 December 1999, Allied
Leisure recorded profit before tax of £3.8 million on
sales of £59.5 million. As at 31 December 1999, Allied
Leisure had net assets of £69.9 million.

7.   Background to and reasons for the Offer

The share price of Allied Leisure at the close of
business on 20 September 2000 was 92p, its lowest level
since 2 February 1995 (source: Datastream).  Allied
Leisure's share price performance contrasts with the
substantial value that was created for Northern Leisure
shareholders over the course of Nicholas Oppenheim's
tenure as Vice Chairman of that company.

The Offer provides a fresh start for your company under
Nicholas Oppenheim's leadership.  Georgica has received
an irrevocable undertaking and letters of intent from
institutional shareholders who together hold
approximately 41.8 per cent. of the issued share capital
of Allied Leisure.

Georgica believes that Allied Leisure has suffered from
the various changes that have taken place in relation to
its strategic direction over the past five years. The
Board of Georgica intends to realise the potential in
Allied Leisure's businesses principally through Nicholas
Oppenheim's considerable experience in the leisure
industry and in strategic planning and management.

8.   Management and employees

The existing employment rights, including pension rights,
of the employees of Allied Leisure will be safeguarded.

9.   Allied Leisure Share Option Schemes

The Offer extends to any Allied Leisure Shares which are
unconditionally allotted or issued while the Offer
remains open for acceptance (or such shorter period as
Georgica may, subject to the Code, decide) including
those issued or allotted as a result of the exercise of
options granted under the Allied Leisure Share Option
Schemes.

If the Offer becomes or is declared unconditional in all
respects, Georgica will make appropriate proposals to
option holders under the Allied Leisure Share Option
Schemes in due course.

10.  General

WestLB Panmure, which is acting as financial adviser to
Georgica, is expecting to despatch the formal offer
documentation containing the full terms and conditions of
the Offer together with a Form of Acceptance and the AIM
Admission Document to Allied Leisure Shareholders and,
for information only, to participants in the Allied
Leisure Share Option Schemes later today.

The definitions of certain expressions used in this
announcement are contained in Appendix III.

Enquiries:

Bell Pottinger Financial

Caroline Sturdy                                             020 7353 9203




This announcement, for which Georgica is responsible, has
been approved for the purposes of Section 57 of the
Financial Services Act 1986 by WestLB Panmure.

WestLB Panmure, which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is
acting exclusively for Georgica and no one else in
connection with the Offer and will not be responsible to
anyone other than Georgica for providing the protections
afforded to its customers or for providing advice in
relation to the Offer.

The Offer will not be made, directly or indirectly, in or
into the USA, Canada, Australia or Japan.  Accordingly,
copies of this announcement are not being, and must not
be, mailed or otherwise distributed or sent in or into
the United States, Canada, Australia or Japan.  The
provisions referred to in this paragraph may be waived by
Georgica in its sole discretion as regards specific
Allied Leisure Shareholders or generally.

The Directors of Georgica accept responsibility for the
information contained in this announcement, save that the
only responsibility accepted by them for the information
contained in this announcement relating to Allied Leisure
and its directors, which has been compiled from published
sources, is to ensure that such information has been
correctly and fairly reproduced and represented.  To the
best of the knowledge and belief of the Directors of
Georgica (who have taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they are responsible is in
accordance with the facts and does not omit anything
likely to affect the import of such information.

Appendix I

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A

Conditions of the Offer

The Offer, which will be made by WestLB Panmure on behalf
of Georgica, will comply with the Code and will be
subject to the following conditions:
    
(a)  valid acceptances being received (and not, where
     permitted, withdrawn) by 3.00 p.m. (London time) on
     12 October 2000 (or such later time(s) and/or
     date(s) as Georgica may, subject to the rules of the
     Code, decide) in respect of not less than 90 per
     cent. (or such lesser percentage as Georgica may
     decide) in nominal value of the  Allied Leisure
     Shares to which the Offer relates, provided that
     this condition will not be satisfied unless Georgica
     (together with its wholly owned subsidiaries) shall
     have acquired or agreed to acquire, pursuant to the
     Offer or otherwise, Allied Leisure Shares carrying
     in aggregate more than 50 per cent. of the voting
     rights then exercisable at a general meeting of
     holders of Allied Leisure Shares including for this
     purpose, to the extent (if any) required by the
     Panel, any such voting rights attaching to any
     Allied Leisure Shares that may be unconditionally
     allotted or issued before the Offer becomes or is
     declared unconditional as to acceptances whether
     pursuant to the exercise of any outstanding
     conversion or subscription rights or otherwise.
     
     For the purposes of this condition:
          
               (i)   Allied Leisure Shares which have
          been unconditionally allotted shall be deemed
          to carry the voting rights they will carry upon
          being entered in the register of members of
          Allied Leisure; and
          
               (ii) the expression 'Allied Leisure Shares
          to which the Offer relates' shall be construed
          in accordance with sections 428 to 430F of the
          Companies Act;
          
(b)  an announcement by the Alternative Investment Market
     that it will admit for trading on the Alternative
     Investment Market the Georgica Shares to be issued
     pursuant to the Offer;
     
(c)  Georgica not having discovered or otherwise having
     become aware (by the date when the Offer would otherwise
     become unconditional in all respects) that the Secretary
     of State for Trade and Industry intends to refer the
     proposed acquisition of Allied Leisure by Georgica, or
     any matter arising therefrom, to the Competition
     Commission;
     
(d)  no undertakings or assurances being sought from any
     member of Georgica or any member of Allied Leisure
     by the Secretary of State for Trade and Industry or
     any other Third Party, except on terms satisfactory
     to Georgica;
     
(e)  no government or governmental, quasi-governmental,
     supranational, statutory, regulatory or
     investigative body, trade agency, court,
     professional association or any other body or person
     in any jurisdiction (each a 'Relevant Authority')
     having decided to take, institute or threaten any
     action, proceeding, suit, investigation, enquiry or
     reference, or having required any action to be taken
     or otherwise having done anything or having enacted,
     made or proposed any statute, regulation, decision
     or order and there not continuing to be outstanding
     any statute, regulation, decision or order which
     would or is reasonably likely to:
     
          (i)  make the Offer, its implementation or the
     acquisition of any Allied Leisure Shares by Georgica
     or the acquisition of control, or the change of
     control, of Allied Leisure void, unenforceable
     and/or illegal under the laws of any jurisdiction or
     restrict, prohibit, delay or otherwise interfere
     with the implementation of, or impose material
     additional conditions or material obligations with
     respect to, or otherwise challenge or require
     amendment of the Offer or the acquisition of any
     Allied Leisure Shares by any member of Georgica ,
     which in any case is/are material in the context of
     the Offer;
     
          (ii) require, prevent or delay the divestiture
     (or alter the terms envisaged for such divestiture)
     by Georgica or Allied Leisure of all or any material
     part of their respective businesses, assets or
     properties or impose any limitation on the ability
     of any of them to conduct their respective
     businesses (or any of them) or to own any of their
     respective assets or properties;
     
          (iii)     impose any limitation on, or result
     in a delay in, the ability of Georgica to acquire or
     hold or to exercise effectively, directly or
     indirectly, all or any rights of ownership in
     respect of shares or other securities (or the
     equivalent) in Allied Leisure or on the ability of
     Georgica to hold or exercise effectively any rights
     of ownership of shares or other securities in or to
     exercise management control over any member of the
     Allied Leisure Group which in any case is material
     in the context of the Offer;
     
          (iv) require Georgica to acquire or offer to
     acquire or sell any shares or other securities (or
     the equivalent) in any member of the Allied Leisure
     Group owned by any third party to an extent material
     in the context of the Offer (other than in the
     implementation of the Offer);
     
          (v)  impose any material limitation on the
     ability of Georgica or any member of the Allied
     Leisure Group to co-ordinate their businesses or any
     part of them, with the businesses of any of them and
     in each case the result of which would have a
     material adverse effect on Georgica or any member of
     the Allied Leisure Group;
     
          (vi) to an extent that is material in the
     context of any member of the Allied Leisure Group
     results in any member of the Allied Leisure Group
     ceasing to be able to carry on business under the
     name which it presently does so;
     
          (vii)     otherwise affect the business,
     assets, profits or prospects of any member of the of
     the Allied Leisure Group to an extent which is
     material and adverse in the context of any member of
     the Allied Leisure Group;
     
and all applicable waiting and other time periods during
which any such Relevant Authority could decide to take,
institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or
otherwise intervene having expired or been terminated;

(f)  all necessary filings and applications in connection
     with the Offer or its implementation having been
     made, all applicable waiting and other time periods
     (including extensions thereof) under any applicable
     legislation and regulations in any jurisdiction
     having expired, lapsed or been terminated in each
     case as may be necessary in connection with the
     Offer or the proposed acquisition of any Allied
     Leisure Shares, or control, or change of control, of
     Allied Leisure, by Georgica and all Authorisations
     which are material and necessary in any jurisdiction
     for or in respect of the Offer or the proposed
     acquisition of any Allied Leisure Shares, or
     control, or change of control, of Allied Leisure,
     and to carry on the business of any member of the
     Allied Leisure Group or Georgica having been
     obtained in terms and in a form satisfactory to
     Georgica from all and all such Authorisations
     together with all Authorisations relating to the
     business of any member of Allied Leisure and which
     are material in the context of Allied Leisure or any
     member of the Allied Leisure Group remaining in full
     force and effect and there being no notice or
     intimation of an intention to revoke, or not to
     renew all such Authorisations and all necessary
     statutory and regulatory obligations in any
     jurisdiction having been complied with;
     
(g)  save as disclosed in the annual report and accounts
     of Allied Leisure for the year ended 30 June 1999 through
     the Company Announcements Office or in writing in
     connection with the Offer, there being no provision of
     any arrangement, agreement, licence, permit, lease or
     other instrument to which any member of the Allied
     Leisure Group is a party or by or to which any such
     member or any material part of its respective assets is
     or may be bound, entitled or be subject and which could,
     as a consequence of the Offer or the proposed acquisition
     any Allied Leisure Shares or control of Allied Leisure by
     Georgica or otherwise, would or might reasonably be
     expected to result in, to an extent which is material in
     the context of any member of the Allied Leisure Group:
     
              (i)   any monies borrowed by, or other
     indebtedness, actual or contingent, of any member of
     the Allied Leisure Group being declared or becoming
     repayable, or capable of being declared repayable,
     immediately or prior to its stated maturity, or the
     ability of any such member of the Allied Leisure
     Group to borrow monies or incur any indebtedness
     being withdrawn or inhibited;
     
              (ii)  the rights, liabilities, obligations
     or interests of any member of the Allied Leisure
     Group under any such arrangement, agreement,
     licence, permit, lease or instrument or the
     interests or business of any member of the Allied
     Leisure Group in or with any other firm (or any
     agreement or arrangements relating to any such
     interests) being terminated or adversely affected or
     any onerous obligation arising or any adverse action
     being taken thereunder in each case to an extent
     which is material in the context of the Offer;
     
              (iii) any member of the Allied Leisure
     Group ceasing to be able to carry on business under
     any name under which it presently does so;
     
              (iv)  any material assets or material
     interests of any member of the Allied Leisure Group
     being disposed of or charged (otherwise than in the
     ordinary course of business) or any right arising
     under which any such asset or interest could be
     required to be disposed of or charged;
     
     (v)  the creation or enforcement of any mortgage, charge
     or other security interest over the whole or any part of
     the business, property or assets of any member of the
     Allied Leisure Group or any such security interest
     (whenever arising or having arisen) becoming enforceable;
     or
     
              (vi)  the financial or trading position or
     prospects of, any member of the Allied Leisure Group
     being prejudiced or adversely affected, to an extent
     material in the context of Allied Leisure or any
     member of the Allied Leisure Group;
     
(h)  no member of the Allied Leisure Group having since
     30 June 1999 (save as publicly announced by Allied
     Leisure through the Company Announcements Office of
     the London Stock Exchange prior to 21 September
     2000);
     
              (i)   issued or agreed to issue or
     authorised or proposed the issue of additional
     shares of any class, or securities convertible into,
     or exchangeable for, or rights, warrants or options
     to subscribe for or acquire, any such shares, or
     convertible securities (save as between Allied
     Leisure and wholly-owned subsidiaries of Allied
     Leisure and save for the issue of Allied Leisure
     Ordinary Shares on the exercise of options granted
     before the date of this announcement in the ordinary
     course of business) or redeemed, purchased or
     reduced any part of its share capital;
     
              (ii)  recommended, declared, paid or made
     or proposed to declare, pay or make any bonus,
     dividend or other distribution other than dividends
     lawfully made to another member of the Allied
     Leisure Group;
     
              (iii) save for transactions between Allied
     Leisure and its wholly-owned subsidiaries, merged
     with or demerged or acquired any body corporate,
     partnership or business or acquired or disposed of,
     or, other than in the ordinary course of business,
     transferred, mortgaged or charged or created any
     security interest over, any assets or any right,
     title or interest in any asset (including shares and
     trade investments) or authorised, proposed or
     announced any intention to do so in each case which
     would be material and adverse in the context of any
     member of the Allied Leisure Group;
     
              (iv)  made, authorised, proposed or
     announced an intention to propose any change in its
     share or loan capital in each case which would be
     material in the context of Allied Leisure or any
     member of the Allied Leisure Group;
     
              (v)   issued, authorised or proposed the
     issue or authorisation of any debentures or
     otherwise than in the ordinary course of business
     incurred or increased any indebtedness or contingent
     liability;
     
              (vi)  entered into or varied or terminated
     or authorised, proposed or announced its intention
     to enter into or vary or terminate any contract,
     transaction, arrangement or commitment (other than
     in the ordinary course of business) (whether in
     respect of capital expenditure or otherwise) which
     is material and adverse in the context of any member
     of the Allied Leisure Group and the Offer or entered
     into any contract which would materially restrict
     the business of any member of the Allied Leisure
     Group;
     
              (vii) entered into or materially varied the
     terms of any service agreement with any director of
     Allied Leisure;
     
              (viii)     implemented, effected,
     authorised or proposed or announced its intention to
     implement, effect, authorise or propose any
     reconstruction, amalgamation, commitment, scheme
     otherwise than in the ordinary course of business
     and which is material and adverse in the context of
     the Offer or any member of the Allied Leisure Group;
     
              (ix)  waived or compromised any claim (save
     in the ordinary course of trading) which is material
     in the context of any member of the Allied Leisure
     Group and the Offer taken as a whole;
     
              (x)   taken or proposed any corporate
     action or had any legal proceedings instituted or
     threatened against it for its winding-up (voluntary
     or otherwise), dissolution, reorganisation or for
     the appointment of any administrator, administrative
     receiver, trustee or similar officer of all or any
     of its assets or revenues or any analogous
     proceedings in any jurisdiction or appointed any
     analogous person in any jurisdiction which is
     material in the context of the Offer or any member
     of the Allied Leisure Group;
     
              (xi)  entered into any legally binding
     agreement or arrangement or passed any resolution
     with respect to any of the transactions, matters or
     events referred to in this paragraph;
     
              (xii) authorised or proposed or announced
     its intention to propose any merger or demerger or
     acquisition or disposal of assets or shares which
     are material in the context of any member of the
     Allied Leisure Group (other than in the ordinary
     course of trading);
     
(i)  since 30 June 1999 (except as publicly announced by
     Allied Leisure through the Company Announcements
     Office of the London Stock Exchange prior to 21
     September 2000;
     
              (i)   there having been no material adverse
     change in the business, financial or trading
     position or profits or prospects of any member of
     the Allied Leisure Group;
     
              (ii)no litigation, arbitration
    proceedings, prosecution or other legal proceedings
    having been threatened, or instituted by or against
    any member of the Allied Leisure Group or to which
    any member of the Allied Leisure Group is or may
    become a party which is material and adverse in the
    context of any member of the Allied Leisure Group;
    and
    
              (iii)    no contingent or other liability
    having arisen which might be reasonably expected to
    adversely affect the business, assets, financial or
    trading position or profits or prospects of any
    member of the Allied Leisure Group likely to have an
    adverse effect on any member of the Allied Leisure
    Group and which is material in the context of the
    Offer;
    
(j) Georgica not having discovered that:

              (i) any financial or business information
    concerning the  Allied Leisure Group publicly
    disclosed either contains a material
    misrepresentation of fact which has not prior to the
    date of this announcement been corrected by public
    announcement or omits to state a fact necessary to
    make the information contained therein not materially
    misleading;
    
    (ii) any member of the Allied Leisure Group which is not
    a subsidiary undertaking of Allied Leisure is subject to
    any liability, contingent or otherwise, which is not
    disclosed in the Annual Report and Accounts of Allied
    Leisure for the year ended 30 June 1999 and which is
    material in the context of Allied Leisure taken as a
    whole;
    
    (iii)     any contract, transaction, arrangement or
    commitment to which any member of the Allied Leisure
    Group is a party and which is material in the context of
    any member of the Allied Leisure Group gives rise to a
    right of termination exercisable by a party other than a
    member of the Allied Leisure Group in the event of a
    change in control of Allied Leisure;
    

(k)  In relation to any release, omission, disposal or
other fact or circumstance which causes or might cause
pollution of the environment or harm to human health, no
past or present member of the Allied Leisure Group
having, in any manner, to an extent which is material in
the context of any member of the Allied Leisure Group,
save as disclosed by or on behalf of Allied Leisure to
Georgica for the purposes of the Offer on or before 20
September 2000: (i) committed any violation of any laws,
statutes, ordinances, regulations or other requirements
of any Relevant Authority; and/or (ii) incurred any
liability (whether actual or contingent) with respect
thereto.

Georgica reserves the right to waive in whole or in part
all or any of conditions (c) to (k) inclusive.  If
Georgica is required by the Panel to make an offer for
Allied Leisure Shares under the provisions of Rule 9 of
the Code, Georgica may make such alterations to the above
conditions, including condition (a) above, as are
necessary to comply with the provisions of that Rule.


Appendix II

Bases and sources



In this announcement and, unless otherwise stated, or the
context otherwise requires, the following bases and
sources have been used.


(a) The market capitalisation and issued share capital of
Allied Leisure is based upon the 54,693,877 shares listed
on the share register of Allied Leisure at 9 August 2000.

(b) Unless otherwise stated, financial information on
Allied Leisure has been extracted without material
adjustment from published sources.



Appendix III

DEFINITIONS


In this document, the following definitions apply,
unless the context requires otherwise:
                       
'Act' or 'the          the Companies Act 1985, as
Companies Act'         amended
'Admission'            admission of the Georgica Shares
                       to AIM becoming effective in
                       accordance with paragraph 16.6
                       of Chapter 16 of the AIM Rules
'AIM'                  the Alternative Investment
                       Market
'AIM Admission         the document dated 21 September
Document'              2000 setting out the details of
                       Admission
'AIM Rules'            the rules as set out in Chapters
                       16 and 17 of the Rules of the
                       London Stock Exchange
'Allied Leisure'       Allied Leisure PLC
'Allied Leisure Group' Allied Leisure and its
                       subsidiary undertakings and any
                       other body corporate,
                       partnership, joint venture or
                       person in which Allied Leisure
                       and its subsidiary undertakings
                       (aggregating their interests)
                       have an interest of more than
                       20 per cent. of the voting or
                       equity capital or the equivalent
'Allied Leisure        the holders of Allied Leisure
Shareholders'          Shares
'Allied Leisure Share  the Allied Leisure Unapproved
Option Schemes'        Share Option Scheme 1991, the
                       Allied Leisure Employee Option
                       Scheme 1995, the Allied Leisure
                       Executive Option Scheme 1995,
                       the Allied Leisure Savings-
                       Related Share Option Scheme and
                       the European Leisure Savings-
                       Related Share Option Scheme and
                       any other share option schemes
                       of the Allied Leisure Group
'Allied Leisure        the existing unconditionally
Shares'                allotted or issued and fully
                       paid ordinary shares of 25p each
                       in the capital of Allied Leisure
                       and any further shares which are
                       unconditionally allotted or
                       issued prior to the date on
                       which the Offer closes (or such
                       earlier date or dates, not being
                       earlier than the date on which
                       the Offer becomes unconditional
                       as to acceptances or, if later,
                       the first closing date of the
                       Offer, as Georgica may decide)
'Authorisations'       authorisations, orders, grants,
                       recognitions, confirmations,
                       consents, clearances,
                       certificates, permissions or
                       approvals
'Board' or 'Directors' the board of Georgica or Allied
                       Leisure (as the case may be)
'Canada'               Canada, its possessions and
                       territories and all areas
                       subject to its jurisdiction or
                       any political sub-division
                       thereof
'Closing Price'        the closing middle market price
                       of a Allied Leisure Share as
                       derived from the Daily Official
                       List
'Code'                 The City Code on Takeovers and
                       Mergers
'Convertible Ordinary  convertible ordinary shares of
Shares'                50p each in Georgica
'CREST'                the computerised settlement
                       system to facilitate the
                       transfer of the title to shares
                       in uncertificated form, operated
                       by CRESTCo
'CRESTCo'              CRESTCo Limited
'CREST member'         a person who has been admitted
                       by CRESTCo as a system-member
                       (as defined in the Regulations)
'CREST participant'    a person who is, in relation to
                       CREST, a system-participant (as
                       defined in the Regulations)
'CREST sponsor'        a CREST participant admitted to
                       CREST as a CREST sponsor being a
                       sponsoring system-participant
                       (as defined in the Regulations)
'CREST sponsored       a CREST member admitted to CREST
member'                as a sponsored member
'Escrow Agent'         the Receiving Agent in its
                       capacity as escrow agent (as
                       defined by the CREST manual
                       issued by CRESTCo)
'Form of Acceptance'   the form of acceptance and
                       authority accompanying this
                       document for use in connection
                       with the Offer
'Georgica'             Georgica Public Limited Company
                       and associated undertakings and
                       any other body corporate,
                       partnership, joint venture or
                       person in which Georgica and
                       such undertakings (aggregating
                       their interests) have an
                       interest of more than 20 per
                       cent. of the voting or equity
                       capital or the equivalent.
'Georgica Shares'      ordinary shares of 5p in the
                       capital of Georgica
'Japan'                Japan, its cities, prefectures,
                       territories and possessions
'London Stock          London Stock Exchange plc
Exchange'
'member account ID'    the identification code or
                       number attached to any member
                       account in CREST
'Offer'                the offer being made by WestLB
                       Panmure on behalf of Georgica to
                       acquire all of the Allied
                       Leisure Shares on the terms and
                       subject to the conditions set
                       out in the Offer Document,
                       including, where the context
                       requires, any subsequent
                       revision, variation, extension
                       or renewal of such offer
'Offer Document'       the document dated 21 September
                       2000 setting out the details of
                       the Offer
'Panel'                the Panel on Takeovers and
                       Mergers
'Participant ID'       the identification code or
                       membership number used in CREST
                       to identify a particular CREST
                       member or other CREST
                       participant
'pounds' or '£'        UK pounds sterling
'Receiving Agent'      Capita IRG Plc
'Regulations'          The Uncertificated Securities
                       Regulations 1995 (SI 1995 No.
                       95/3272)
'SEDOL'                The London Stock Exchange Daily
                       Official List
'subsidiary',          shall be construed in accordance
'subsidiary            with the Act (but for this
undertaking',          purpose ignoring paragraph
'associated            20(i)(b) of Schedule 4A of the
undertaking' and       Act)
'undertaking'
'TTE instruction'      a Transfer to Escrow instruction
                       (as defined by the CREST Manual
                       issued by CRESTCo)
'TFE instruction'      a Transfer from Escrow
                       instruction (as defined by the
                       CREST Manual issued by CRESTCo)
'uncertificated' or    for the time being recorded on
'in uncertificated     the register of members of
form'                  Allied Leisure as being held in
                       uncertificated form in CREST and
                       title to which, by virtue of the
                       Regulations, may be transferred
                       by means of CREST
'United Kingdom' or    United Kingdom of Great Britain
'UK'                   and Northern Ireland
'United States' or     the United States of America,
'US'                   its territories and possessions,
                       any State of the United States
                       of America and the District of
                       Columbia and all other areas
                       subject to its jurisdiction
'WestLB Panmure'       WestLB Panmure Limited