SOO Southampton LS.

RNS Number:0893E
Southampton Leisure Holdings PLC
06 June 2006

6 June 2006



Southampton Leisure Holdings Plc (the "Company")



Further to the announcements made by the Company on 16 May 2006 and 2 June 2006,
the Company has posted the notice of an EGM to be held 11.30am on Monday 3 July
2006 to all its shareholders yesterday evening. The notice will be available
free of charge to the public until 3 July 2006 at the Company's Registered
Office at St Mary's Stadium, Britannia Road, Southampton SQ14 5FP. The notice
contains two letters to shareholders, the full texts of which are set out below,
together with the notice which is also set out below.



5 June 2006



Dear Shareholder



EXTRAORDINARY GENERAL MEETING OF SOUTHAMPTON LEISURE HOLDINGS plc ('the
Company')



As you will be aware, on 15 May 2006 your Company received a notice from the
solicitors of Mr Michael Wilde requisitioning an Extraordinary General Meeting.
We have consequently convened an EGM for 11.30 am on Monday 3 July which will be
held at St.Mary's Stadium.



The purpose of Mr Wilde's requisition is to remove five of the nine Board
directors of the Company.The Directors that are the subject of the requisition
include myself as Chairman, Guy Askham as Vice Chairman, Andrew Cowen as
Managing Director, as well as Michael Richards and David Windsor Clive. Mr Wilde
proposes to replace the five existing directors with himself, Jim Hone, Lee
Hoos, Ken Dulieu and Patrick Trant.



As you will no doubt appreciate, what Mr Wilde is proposing is that he and his
fellow prospective directors take control of your Company. We believe, as your
Board, that it is important that Mr Wilde provides us, and ultimately you, with
the information that will enable you to take an informed decision as to whether
you wish to vote for a change of board control or not.



In the attached letter I have therefore asked Mr Wilde to place on record
answers to questions that relate to future board composition, the running of the
Company, the future of George Burley, financing of the Company and why Mr Wilde
believes that his proposed board will run the Company in a better fashion than
your current Board. We will let you have the answers as soon as they are
forthcoming, or not as the case may be.



In addition to the ten resolutions proposed by Mr Wilde; Guy Askham,Michael
Richards and myself have raised further requisitions that will form part of the
same EGM. These are to remove Paul Thompson, Keith Wiseman and Brian Hunt as
directors of your Company. In this way, you, the shareholder, will have an
opportunity of deciding on the future of all of the non executive directors who
currently sit on your Board.

In the meantime, I hasten to assure you that we continue with business as usual
and we will continue to act in the best interests of the Company.



Yours sincerely





Rupert Lowe

Chairman

Southampton Leisure Holdings plc.







OPEN LETTER TO MICHAEL WILDE



5 June 2006



Dear Michael,



SOUTHAMPTON LEISURE HOLDINGS PLC ('the Company')



You will shortly receive formal notification convening the EGM that you have
requisitioned for Monday 3 July. We, as a Board, are fully aware of our
responsibilities to you and all shareholders of the Company. As your notice
requisitioning the EGM was in the required dry legal form and contained no
information other than your proposed resolutions, I think it would be very
helpful if you could answer certain questions about the future of the Company in
the event that you are successful in removing five of the current nine directors
and replacing them with yourself and your nominees.



Notwithstanding what may be pieced together from various informal comments that
you have made, the stark reality is we, as a Board, know little about your
intentions in relation to the Company in the event that the change of board
control that you envisage takes place.



It would be helpful therefore if you could provide us with the following
information that would assist us as a Board in complying with our fiduciary
duties to the Company , and to the shareholders by making available the
information that will enable them to make an informed decision.

- Are the five Directors you are proposing to elect to the Board of the Company
the only directors that you propose to elect or are you considering making
further appointments following the EGM? If so who would these appointments be?

- Who would be Managing Director of the Board and how would the Company be
managed?

- What would your role be within the Company and the Football Club?

- Why do you believe that your nominees are better able to manage the affairs of
the Company than the current Board? Could you please detail the experience that
the new proposed Board would bring to bear which is not already contained within
the experience of the existing Board?

- Will the Football Club have a different Board and if so whom?

- What is the future for George Burley and Sir Clive Woodward?

- What commitment will each of your proposed directors make to the Company in
the form of acquiring shares?

- What plans do you have for the employees of both the Company and the Football
Club?

- You have mentioned that you will be able to introduce new funds to the
Company. How much will these funds be, when will they be available, will they
come from you, and if not, from whom?

- Your advisors have indicated that if your proposal to take board control is
successful then you intend to conduct a rights issue in the near future. Is this
the case? If it is, how much do you intend to raise, will any issue be
underwritten and by whom, and what will be the dilution of existing shareholders
who do not exercise their rights?



As a substantial investor in the Company you have clearly made your investment
with some long term business planning in mind whether the Club is in the Premier
League or the Championship. It would be helpful and informative if you could
share these plans with us and therefore all shareholders so that all
stakeholders in the Company can consider the merits and demerits of your
proposal.



I would be grateful if you could provide answers to these questions as soon as
possible so that the Board can consider its position and any advice to
shareholders.



I look forward to hearing from you.

Yours sincerely,



Rupert Lowe
Chairman

Southampton Leisure Holdings plc





NOTICE OF AN EXTRAORDINARY GENERAL MEETING



Notice is hereby given that an Extraordinary General Meeting of Southampton
Leisure Holdings plc ("the Company") will be held at the Itchen Suite, St.Mary's
Stadium, Britannia Road, Southampton SO14 5FP at 11.30 a.m. on Monday, 3 July
2006 at which the following resolutions will be proposed as ordinary
resolutions:



RESOLUTIONS



1. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, Francis Guy Lewis Askham be and is hereby
removed as a director of the Company with immediate effect; *



2. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, Andrew Edward Cowen be and is hereby removed
as a director of the Company with immediate effect; *



3. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, Brian Harry David Hunt be and is hereby
removed as a director of the Company with immediate effect; +



4. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, Rupert James Graham Lowe be and is hereby
removed as a director of the Company with immediate effect; *



5. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, Michael Roy Richards be and is hereby removed
as a director of the Company with immediate effect; *



6. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, Paul Thompson be and is hereby removed as a
director of the Company with immediate effect; +



7. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, David Justin Windsor Clive be and is hereby
removed as a director of the Company with immediate effect; *



8. THAT if he shall not have vacated office as a director of the Company prior
to the moving of this resolution, Keith St John Wiseman be and is hereby removed
as a director of the Company with immediate effect; +



9. THAT Kenneth Dulieu be appointed as a director of the Company with immediate
effect; *



10. THAT James Hone be appointed as a director of the Company with immediate
effect; *



11. THAT Lee Hoos be appointed as a director of the Company with immediate
effect; *



12. THAT Patrick Trant be appointed as a director of the Company with immediate
effect; *



13. THAT Michael Gordon Wilde be appointed as a director of the Company with
immediate effect; *



By order of the Board

David Jones,ACA

Secretary

5 June 2006



Registered Office:

St.Mary's Stadium

Britannia Road



Southampton SO14 5FP

NOTES:

A member entitled to attend and vote at the meeting is entitled to appoint one
or more proxies to attend and, on a poll, to vote instead of him. A proxy need
not also be a member of the Company. Appointment of proxies will not preclude
members from attending and voting at the Extraordinary General Meeting should
they want to do so. A form of proxy is enclosed which, to be valid, should be
completed, signed and lodged, together with any power of attorney or other
authority under which it is signed or a notarially certified copy of such power
or authority with the Registrar at the address set out in it, not later than 48
hours before the time for which the meeting is convened.



The Company specifies, pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001, that those shareholders registered on the Register
of Members of the Company as at 11.30 a.m. 1st July 2006 shall be entitled to
attend or vote at the Extraordinary General Meeting in respect of the number of
shares registered in their name at that time. Changes to entries on the register
of members after 11.30 a.m. 1st July 2006 shall be disregarded in determining
the rights of any person to attend or vote at the meeting.



* Requisitioned by M Wilde

+ Requisitioned by R Lowe, G Askham and M Richards




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

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