AIM
15 May 2007



 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR
                                             COMPANIES ('AIM RULES')


COMPANY NAME: Honeycombe Leisure Plc

(The Company's name is proposed to change to Cains Beer Company PLC, subject to shareholder approval, on
readmission)


COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Derby House
Lytham Road
Fulwood
Preston
PR2 8JE

COUNTRY OF INCORPORATION:
England


COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.honeycombe.co.uk

www.cains.co.uk from readmission

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:


Honeycombe is an operator of 100 managed pubs situated across the North of England. 92 of the pubs are owned
freehold or leasehold by Honeycombe and the remaining 8 pubs are owned by third parties to whom Honeycombe
provides pub management services.

Cains is a well established Liverpool based brewer and sells its beer into its own 9 pubs, third party pubs,
major wholesalers, supermarkets and other retailers. Additionally, Cains produces a number of own label beers for
national wholesalers and supermarket chains as well as operating a contract canning service to can and package
for third parties.

The Acquisition is classified as a reverse takeover for the purposes of the AIM Rules due to the size of Cains in
relation to the existing size of the Company. The Acquisition, as a result of being a reverse takeover, is
conditional upon the approval of Shareholders at the EGM on 7 June. The Company name will be changed to Cains
Beer Company PLC.


DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where
known, number and type of shares, nominal value and issue price to which it seeks admission and the number and
type to be held as treasury shares):

Ordinary Shares of 1p each.
31,394,369 existing Ordinary Shares
66,713,034  Consideration shares
52,000,000 Placing Shares
1,000,000 Shares issued in lieu of transaction fees
151,107,403


CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£2.6 million by way of Placing, £2.5 million by way issue of loan stock to be raised
Market capitalisation on admission:  £7.6 million


PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

78.0%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE
COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A


FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known
or including any other name by which each is known):

James Edward Baer (Chief Executive)
Tracey Crawford Alston (Finance Director)
Simon Timothy Wood (Non-executive Director)
Sudarghara Singh Dusanj (Proposed Chief Executive)
Ajmail Singh Dusanj (Proposed Chief Operating Officer)
Roy Alfred Morris D L (Proposed Non-Executive Chairman)


FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE
AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each
is known):

                                                    Before               After

A C Anderson                                        37.74%               19.29%
Unicorn Asset Management                            12.13%                7.48%
Discretionary Unit Fund Managers                     5.65%                1.17%
Foundation Insurance Capital Redemptions Limited     4.62%                0.98%
Chelverton Asset Management                          3.79%                0.79%
Electra Partners                                     3.54%                0.74%
Sudarghara Dusanj                                       -                22.07%
Ajmail Dusanj                                           -                22.07%
Wayhill1                                   -  
13.50%

Sudaraghara Dusanj and Ajmail Dusanj, by virtue of being directors of Wayhill are deemed to interested in
Wayhill's holding of 20,400,000 Ordinary Shares in the Company. For the purposes of the Code Sudarghara Dusanj,
Amail Dusanj and Wayhill are deemed to be a Concert Party


NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:



N/A

(i)   ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)  DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:



(i)   Currently 30 April but will change to 31 October

(ii)  Honeycombe: 3 years to 30 April 2006 and Interims 31 October 2006
      Cains: 3 years to 31 August 2006

(iii) Second set of Audited Interims (Honeycombe only) 30 July 2007
Annual Accounts (Enlarged Group) 30 April 2008
Interim Accounts (Enlarged Group) 30 July 2008

EXPECTED ADMISSION DATE: 08 June 2007

NAME AND ADDRESS OF NOMINATED ADVISER:

Charles Stanley Securities
25 Luke Street
London
EC2A 4AR

NAME AND ADDRESS OF BROKER:

Charles Stanley Securities
25 Luke Street
London
EC2A 4AR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION
DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:



Copies of the Admission Document, which contain full details about the applicant and the admission of its
securities will be available from Charles Stanley Securities 25 Luke Street London EC2A 4AR

DATE OF NOTIFICATION: 15 May 2007

NEW/ UPDATE:NEW







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