Urban Dining plc, the recently-established restaurants company, today announces that it has entered into a conditional agreement to acquire the entire issued share capital of Tootsies Holdings Limited for an aggregate consideration of £30.575 million in cash (less any indebtedness of Tootsies required to be re-paid at completion of the Acquisition) and 1,166,666 in new Urban Dining Shares. The cash consideration is being funded partly from the Companys own cash resources and partly from the proceeds of the Placing of 49,000,000 New Ordinary Shares at the Placing Price of 60p per share raising £29.4 million before expenses. The Placing Shares have been conditionally placed with institutional and other investors and the Placing has been underwritten by KBC Peel Hunt Ltd.

The company is issuing its admission document and shareholder circular today (the Admission Document) and therefore has requested that the current suspension of trading in existing Urban Dining shares is lifted with immediate effect.

The Company has also today announced its interim results for the period to 31 July 2004.

KBC Peel Hunt is the Nominated Adviser and broker for the Placing and Admission.

An Extraordinary General Meeting will be held at the offices of KBC Peel Hunt at 111 Old Broad Street, London, EC2N 1PH on 11 November 2004 at 10.00 a.m. It is expected that 1,579,000 Placing Shares placed with certain venture capital trusts (the VCT Shares) will be admitted to trading on AIM on 12 November 2004. On 15 November 2004 the dealing facility of the Companys shares will be cancelled from AIM, the acquisition will be completed and the enlarged issued share capital (including the Consideration Shares and the balance of the Placing Shares (the Non-VCT Shares) will be admitted to trading on AIM.

Highlights

• Tootsies is a group of full-service value-for-money restaurants based around quality burgers aimed to appeal to all age groups and particularly families.

• Tootsies currently operate 23 restaurants in high streets and retail centres across the UK.

• Urban Dining has conditionally raised 27.9 million (net of expenses) through a Placing of 49,000,000 Ordinary Shares at the Placing Price.

• On completion of the Acquisition, Andrew Bonnell, Managing Director of Tootsies, will be joining the Board of Urban Dining plc.

John Metcalf, Chief Executive of Urban Dining plc, said: 

This deal marks the first of the acquisitions we promised when we launched Urban Dining on the stock market in May this year. We will be debt free following the Placing and intend to use the cash generated by the business, together with our expertise, to accelerate the roll-out of the Tootsies format. We are also actively pursuing our next acquisition.

For further information please contact:

Close Brothers Corporate Finance Limited

(Adviser to Tootsies Shareholders)

Alka Bali

020 7655 3100