ULG Ultimate Leis.

RNS Number:6587U
Bear Stearns Intl. Trading Ltd
24 November 2005

                                                                        FORM 8.3

                                   AMENDMENT





    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE

              (Rule 8.3 of the City Code on Takeovers and Mergers)



1.         KEY INFORMATION


Name of person dealing  (Note 1)             Bear Stearns International Trading Limited
Company dealt in                             Ultimate Leisure Group Plc
Class of relevant security to which the      Ordinary
dealings being disclosed relate (Note 2)
Date of dealing                              22/11/2005



2.         INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE



(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)


                                           Long                 Short
                                           Number      (%)      Number       (%)
(1) Relevant securities                    4,263,943   17.48%
(2) Derivatives (other than options)                            4,263,943    17.48%
(3) Options and agreements to purchase/
sell
Total                                      4,263,943   17.48%   4,263,943    17.48%



* Previously undisclosed trades detailed below



(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)


Class of relevant security:                  Long               Short
                                             Number       (%)   Number    (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total



(c)        Rights to subscribe (Note 3)


Class of relevant security:       Details




3.         DEALINGS (Note 4)



(a)        Purchases and sales


Purchase/sale               Number of securities     Price per unit (Note 5)
Buy                         100000                   GBP 2.60






(b)        Derivatives transactions (other than options)


Product name,     Long/short (Note Number of securities    Price per unit
e.g. CFD          6)               (Note 7)                (Note 5)


CFD               Short            100000                  GBP 2.6052

(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product    Writing,      Number of   Exercise  Type, e.g. Expiry    Option
name,e.g.  selling,      securities  price     American,  date      money paid/
call       purchasing,   to which              European             received
option     varying etc.  the option            etc.                 per unit
                         relates                                    (Note 5)
                         (Note 7)




(ii)        Exercising


Product name, e.g. Number of securities     Exercise price per unit (Note 5)
call option




(d)        Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)     Details              Price per unit (if
                                                        applicable) (Note 5)




4.         OTHER INFORMATION



Agreements, arrangements or understandings relating to options or derivatives



Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced.  If none, this should be
stated.



..............................................................................



..............................................................................





Is a Supplemental Form 8 attached? (Note 9)
            NO




Date of disclosure                                 25/11/2005

Contact name                                       James Step

Telephone number                                   020 7516 5310

If a connected EFM, name of offeree/offeror with   N/A
which connected
If a connected EFM, state nature of connection     N/A
(Note 10)

Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk









*
Purchase/sale               Number of securities     Price per unit (Note 5)
Buy                         100000                   GBP 2.57





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

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