"Trixter is delivering what the indoor fitness and outdoor cycling ...

"Trixter is delivering what the 

indoor fitness and outdoor cycling 

industries have lusted for: 

SOMETHING NEW TO 

SHAKE THINGS UP! 

Trixter’s unique fun-with-fitness 

designs could be the answer for 

introducing new generations to 

cycling and fitness." 

Skip Hess, President, Giant Bicycles Inc. 

Giant, the world’s largest manufacturer 

of quality bicycles 

✔ 

✔ 

✔ 

✔ 

✔ 

✔ 

✔ 

✔ 

British Inventions 

Patents applied for 

Manufacturing committed 

Distribution secured 

Endorsed by the World Governing 

Authority 

Endorsed by World Champions 

Endorsed by Industry leaders in the 

UK and the USA 

Sales Orders being received now 

TRIXTER PLC 

* 

* subject to conditions - see inside

L ET THE WORLD’ S CYCLING PROS TELL YOU WHAT 

THEY THINK: 

"The Trixter XTRieM is like riding my own bike in a race; you have to 

really concentrate on the line you want to take then you must have the 

reflexes and the body strength and skill to carve out those turns and make 

those jumps. You get off sweating and puffing but desperate to get back on 

and beat your last time. 

I received a Collar Bone injury early on in the 2002 season and one of the 

first calls I made was to Michael Rice to see if he could lend me the 

prototype bike for my training… A totally addictive experience… I have 

never enjoyed training so much." 

Greg Minnaar 

2001 UCI World Cup Downhill Champion 

"In my job as Team Director and Owner of the number one ranked downhill 

racing team in the world, Global Racing Team, I have to make sure my 

athletes are fit and in tune with the rigours of international downhill 

competition throughout the year. The Trixter XTRieM bike is without doubt the single best piece 

of cycle specific indoor training equipment. It will be an invaluable training tool. 

I also scour the planet to locate and identify new young people in places like Africa who have the raw 

talent and ability to become top professional cyclists, and a compact, technically accurate cycling 

simulator, which can assess the fitness of the user as well as natural movement skills is a unique and 

valuable tool which will make the search easier and more focussed. I highly recommend it." 

Martin Whiteley 

Team director of Global Racing the 2001 UCI Number One 

ranked Mountain Bike Downhill race team in the world 

"X-Bike gives me an ultimate full-body work out while I get my cardio in at 

the same time. It has helped me get leaner and stronger as a result it also 

helps me strengthen the joint integrity in my shoulders and contributes 

greatly to the health of my back. It really is superior indoor training." 

Missy Giove - 2 times UCI World Ladies Downhill Champion, 

3 times US National Ladies Downhill Champion and 

2 times Ladies Downhill World Cup Winner.

F ACTS AT A 

GLANCE 

STOP PRESS SALES DEVELOPMENTS: 

European distributor signed up with sales orders received: 

“We have signed our first distributor "Rocfit", in Spain, and received the initial stock order. Agreed minimum sales are 

£340,000 for 2003/4 and £860,000 for 2004/5. We had planned zero sales to Spain in the first year.” 

James Nicholson-Smith (Chief Financial Officer, Trixter plc, May 2003). 

UK Distributor signed up with sales orders received: 

“We have signed a distribution agreement with Polaris in the UK. Polaris introduced the Spinning® concept (the first 

Indoor Cycling concept) to the UK market in the mid 1990’s and have been the market leader ever since. This is a 

major step forward in the sales and distribution of Trixter’s Products and we are delighted that Polaris has already 

placed a significant stock order with Trixter.” 

Michael Rice (Chief Executive Officer, Trixter plc, May 2003) 

IHRSA Leading International Fitness Trade Show 2003 Results: 

Over 200 enquiries including 42 from distributors worldwide who expressed great interest along with 151 direct 

sales enquiries. 

1 Trixter's X-Bike (patent pending), launched at the 

IHRSA Show 2003, offers the first natural crosstraining 

function on an exercise bike and industry 

specialists believe that this is truly the next 

generation of indoor cycling and fitness products 

competing with conventional Indoor Group Cycling. 

Orders are being taken now. 

2 Trixter's ultimate product; the XTRieM, an 

exercise bike that the Company claims is the world's 

first fully interactive mountain bike simulator. The 

user will be able to simulate the real experience of 

cross country mountain biking through sensors on 

the bike and on the seat in conjunction with the 

unique handlebar functionality (patent pending). 

3 Using the latest available technology in the video 

games industry, Trixter is able to take serious fitness 

training programmes and turn these into realistic 

mountain bike trails that the user has to negotiate. 

The XTRieM software mirrors the appeal of video 

games, this is the foundation of Trixter's Plug 'n Play 

Fitness software, which also incorporates Virtual 

Personal Trainers, to motivate and guide users 

progressively. 

4 The Retail version, for use in the home, will offer a 

"plug and play" product compatible with personal 

computers or video game consoles (such as Sony 

Playstation 2, Microsoft X-Box or Nintendo 

Gamecube, all of which require approval). 

5 Trixter plc and its subsidiary Trixter Developments 

Limited (TDL) have an exceptionally strong, 

dynamic and diverse management team with 

significant high level experience and expertise in 

the corporate sector, product and software 

development, fitness and the cycling industry and 

sport. 

6 Trixter has secured a Development Agreement with 

Giant Bicycles ("Giant", the world's largest 

manufacturer of quality bicycles). Giant intend to be 

the primary manufacturer of both Commercial and 

Retail units and the main distribution company for 

Retail sales to the cycle market. 

7 The Union Cycliste Internationale (UCI), which is 

the worldwide federation governing all cycling 

sport, has granted Trixter an exclusive worldwide 

licence to use their name, and events, in conjunction 

with fitness equipment, to bring real cycling indoors 

on the X-Bike and XTRieM. All Trixter products 

will carry the official UCI logo and endorsement. 

8 Exclusive worldwide licence deals have also been 

agreed with elite cyclists and cycling teams, 

ultimately allowing users to compete with the riders 

in virtual races on the XTRieM. 

9 Obesity has reached epidemic proportions in most 

developed countries. In particular, obesity in 

children has become a major health issue in the US 

and UK. The XTRieM will offer a healthy 

alternative that will compete with children's thirst 

for more sedentary pastimes like television, 

computers and video games, whilst reassuring 

parents their children are active, in the safety of their 

home. Parents are also able to use the product for 

their own fitness needs, so effectively the XTRieM 

becomes a family purchase. 

10 Trixter's core market is the fitness equipment market. 

The world market for exercise equipment is forecast 

to grow by a compound annual rate of 8 per cent 

from 2003 to 2006, with a projected 2006 market of 

£8.8 billion. 

11 The Company has received a loan of £250,000 from 

the Bank of Scotland under the Small Firms Loan 

Guarantee Scheme, as approved by the DTi, and has 

been granted a Smart Micro Award. 

T HE T RIXTER L INE 0845 345 2003 

1

C ONTENTS 

PART 1 

Facts at a Glance 1 

Offer for Subscription 3 

Company Profile 4 

Key Personnel 12 

Directors and Advisers 13 

Marketability of Shares and 535X 14 

Reasons for the Offer 14 

Dividend Policy 14 

Risk Factors 14 

Tax Reliefs Available to the Investor 15 

Details of the Offer 17 

Chairmans Statement 19 

PART 2 

Accountants’ Reports 20 

PART 3 

Statutory and General Information 27 

Definitions 29 

Application Form 31 

Guidance for Applications 32 


2

PART 1 - OFFER FOR SUBSCRIPTION 

This document is important AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt 

about the action you should take or the contents of this document you should consult a person 

authorised under the Financial Services and Markets Act 2000 who specialises in advising on the 

acquisition of shares and other securities. Investment in an unquoted company is speculative and 

involves a high degree of risk as well as the opportunity of rewards. An investment should only be 

considered by those persons who are prepared to sustain a loss on their investment. 

This Prospectus has been drawn up in accordance with 

the Public Offers of Securities Regulations 1995 and 

contains information given in connection with the 

proposed issue of up to 7,500,000 New Ordinary Shares 

of 1p each in the capital of Trixter plc by way of an Offer 

for Subscription. The Directors whose names and 

business address are set out on page 13, are responsible 

for this Prospectus. To the best of their knowledge, the 

information contained in this Prospectus is in accordance 

with the facts and this Prospectus makes no omission 

likely to affect the import of such information. All the 

Directors accept responsibility accordingly. 

A copy of this Prospectus has been delivered to the 

Registrar of Companies for England and Wales for 

registration in accordance with regulation 4(2) of the 

Public Offers of Securities Regulations 1995. 

Qualified Intermediaries may be able to negotiate a 

commission with the Company in respect of applications 

bearing their stamp. The Company has applied for and 

been given provisional confirmation by the Inland 

Revenue that on the basis of the information available to 

them at that time, that the Company and its trade are 

likely to qualify and the Ordinary Shares are likely to be 

eligible under the Enterprise Investment Scheme. 

Individual subscribers for New Ordinary Shares in the 

Company should, depending on their individual 

circumstances, be able to obtain income tax relief under 

the Enterprise Investment Scheme (see page 15), subject 

to the limitations referred to in this Prospectus, on the 

basis that the Company is and will continue to be a 

qualifying company. 

All the Company's advisers named in this document are 

acting for the Company in connection with the Offer and 

no-one else. Such advisers will not be responsible to any 

other person or for providing advice in relation to the 

Offer. 

Trixter plc 

Offer for Subscription of 7,500,000 New Ordinary Shares of 1p at 12p per share payable in full on application. 

The Offer is Underwritten by £750,000 and there is a commitment to subscribe for £150,000 worth of shares. 

The Minimum Subscription is £900,000 

Minimum Investment is £1,200 

S HARE 

C APITAL 

The following table shows the authorised and issued share capital immediately following, and assuming full subscription 

under the Offer. 

The Ordinary Shares that are the subject of the Offer will rank pari passu with the existing shares in all respects. 

Authorised Current issued and fully paid Issued and fully paid following the Offer 

Amount Number Amount Number Amount Number 

£10,000,000 1,000,000,000 £395,834 39,583,433 £470,834 47,083,433 

Ordinary Shares 

of 1p each 

The subscription list will open at 9.00 am on 16th May 2003, and will remain open until 5.30 pm on 17th 

June 2003. If the Minimum Subscription has been reached either on or before this date, the Directors 

reserve the right to extend the period it is open for up to a further 12 weeks. The Application Form is set 

out on page 31. 


3

C OMPANY PROFILE 

Fitness industry specialists believe Trixter’s products, incorporating the 

latest technological developments in fitness equipment married with 

intelligent immersive audio visual software, have the 

potential to galvanise consumer appetite 

in a sector hungry for new products. 

Trixter plc’s ("Trixter" or "the Company") wholly owned 

subsidiary, Trixter Developments Limited (“TDL”), has 

developed intellectual property in a new generation of 

hardware (patents pending) and software products, to 

transform traditional exercise bikes, in the gym and the 

home, into an exciting and compulsive activity, which 

recreates the fitness, fun and the experience of riding 

outdoors on a mountain bike. With clear market sectors 

already delineated, distribution agreements signed, 

orders taken, manufacturing in place and licence 

agreements signed, Trixter is delivering its business plan. 

TDL is developing its strategy with a view to becoming 

an intellectual property management company that 

globally licences the manufacturing and distribution of its 

products and services to Original Equipment 

Manufacturers ("OEMs") on a non-exclusive basis while 

generically marketing its advanced technologies. Trixter 

Imagine…YOU patent indoor golf training equipment. It demands every physical, mental and 

technical challenge of the real sport. Your golfing idol is your virtual personal pro-trainer. It 

improves your outdoor game. It’s so realistic it becomes a sport in its own right. The world’s 

professional golf authority has given YOU their exclusive licence and endorsement. The world’s 

largest quality golf equipment manufacturer want to build, distribute and co-brand it with you… 

Welcome to Trixter. The sport is cycling. The World’s 

governing body is the Union Cycliste Internationale 

(“UCI”) and Giant (the World’s largest quality bicycle 

manufacturer) want to build, distribute and co-brand 

with us. 

In the US alone 41.4m people participate in cycling 

(compared with 28.3m golfers) and 50.2m exercise 

with equipment, with the stationary exercise bike a 

long established staple product. 


4

North America Inc and Trixter Europe Limited will sell 

and market certain Trixter products and events into the 

fitness markets. Trixter has a management team 

combining international board level experience with a 

passion for mountain biking and in-depth knowledge of 

the fitness and bicycle industries, with offices in North 

America and Europe. 

The Company is seeking fundraising to enable it to 

commercially establish the X-Bike and continue 

development of two new products, the X-Bike 

Interactive and the XTRieM, due to be launched in 

early 2004 and 2005. Perhaps the most groundbreaking 

of these will be the XTRieM - a virtual mountain bike 

ride marrying the X-Bike with computer and video 

software and making every turn of the pedal or handle 

bar an adrenalin-powered experience. 

The X-Bike, Trixter’s first product, was launched in 

February 2003 at the International Health and Racquet 

Sports Association (IHRSA) Show, a leading industry 

international trade fair in the US. It attracted strong 

interest amongst the fitness and sporting elite and gym 

club owners. 

Endorsements for the product include leading gym 

operator, David Lloyd (erstwhile founder of David Lloyd 

Leisure and currently owner and Chairman of Next 

Generation Clubs), key fitness equipment manufacturer 

Tunturi, World cycling sport governing body - the UCI, 

as well as active mountain bike and BMX World 

Champions Missy Giove, Greg Minnaar and Scott 

Beaumont, amongst others, featured on the inside cover 

of this document. 

"We have always been 

interested in innovative 

projects. Trixter’s approach 

to fitness training is 

refreshing. Getting people to 

start on the road to an active 

life is difficult - getting them 

to stay on it is even harder. 

Trixter’s target of making 

Fitness training fun and 

immersive will be a major 

step forward for the Health 

Club market and its desire 

to attract and retain more 

members. Our chain of Next Generation Clubs 

is targeted at families and especially 

encouraging children to engage in a healthy 

lifestyle from a young age. When we saw 

Trixter’s prototype products we said that if they 

were available to buy now we would be buying 

them for our clubs.” 

David Lloyd and Scott Lloyd, 

Chairman and Managing Director, 

Next Generation Clubs 

The Company’s potential market reach is broad, and as 

there are no similar products currently available Trixter 

has an early market advantage. The X-Bike and 

XTRieM product families cross both Commercial and 

Retail fitness market domains (encompassing major 

fitness centres and health clubs as well as the homeuser) 

and the bicycle market. Additionally, the X-Bike 

and XTRieM products aim to reach into the family 

market with their entertainment and health appeal. 

T HE 

BACKGROUND 

Trixter’s CEO, Michael Rice, invented the X-Bike, the 

X-Bike Interactive and the XTRieM. Michael is an 

avid mountain biker but due to a busy corporate life, 

family commitments and bad weather he was unable to 

fully pursue his passion. He bought an exercise bike to 

maintain his fitness, however, he found it dull, boring, 

inefficient and ineffective. Armed with a wish list (see 

inset), Michael set out to design a product and build a 

prototype that he considered would be more challenging 

and fun – The XTRieM was born! 

Michael’s Wish List 

Make Me Wanna Do It 

Fun + Healthy Addiction 

Competitive + Sociable 

Immersion in Exercising 

Exciting, not Boring 

Professional Guidance 

Motivation to Improve 

Progressive + Rewarding 

Easy to Understand 

Full Body Exercise 

Improve Technique 

Improve Overall Fitness 

Low Impact 

Cost Effective 

User Friendly 

The first patent application for the XTRieM was filed 

in March 2000. After receiving successful search reports 

Michael carried out extensive market research into the 

Fitness Industry which showed that his wish list was 

truly representative of the Fitness Industry as a whole. 

Michael formed TDL in 2000. By mid-2002 Michael had 

assembled a full executive team of six industry 

specialists and now has offices in Bath, UK and San 

Francisco, USA. After generating over £400,000 of firstround 

funding internally through the management, family 

and friends (excluding circa £350,000 of unpaid salaries), 

Trixter then secured its next round of finance of 

£250,000 from the Bank of Scotland under the Small 

Firms Loan Guarantee Scheme, subject to approval by 

the DTi. 


5

In a major step forward for the Company, in November 

2002, Trixter secured a Development Agreement with 

Giant Bicycles ("Giant", the world’s largest manufacturer 

of quality bicycles). Giant intend to be the primary 

manufacturer of both Commercial and Retail units and 

the main distribution company for Retail sales to the 

bicycle market. 

"Trixter's line of innovative 

and interactive indoor 

cycling products integrates 

perfectly into Giant Bicycles 

marketing objectives. 

Starting with X-Bike, then 

continuing with X-Bike 

Interactive, and X-Bike XTRieM, Trixter is 

delivering what the indoor fitness and outdoor 

cycling industries have lusted for - 

SOMETHING NEW TO SHAKE THINGS UP. 

Trixter’s unique fun-with-fitness designs could 

be the answer for introducing new generations 

to cycling and fitness. I can't wait to use 

Trixter's creativity to significantly grow Giant's 

market share in the fitness industry and 

introduce new customers to the joy of cycling." 

Skip Hess, President, Giant Bicycles Inc 

T HE 

PRODUCTS 

The XTRieM- the first exercise bike to deliver 

a fully interactive Virtual Mountain Bike Ride in 

your Gym or your Home! 

Once Trixter has introduced the concept of indoor 

mountain biking to the Commercial sector through X- 

Bike and X-Bike Interactive, it intends to launch the 

XTRieM for use in both the Commercial and Retail 

sector. 

The XTRieM brings together the physical, mental and 

skill aspects of mountain biking and introduces what the 

Company claims is the World’s first fully interactive 

mountain bike simulator. The user is able to simulate the 

real experience of cross country mountain biking 

through sensors on the bike, handlebars and on the seat. 

Manoeuvres such as turning, jumping, and braking while 

riding through the specially designed virtual mountain 

bike trails will be provided by the XTRieM software. 

The Commercial version may have its own visual screen 

attached to the bike, whilst the Retail version, for use in 

the home, will offer a "plug and play" product designed 

to be compatible with personal computers or video 

game consoles (such as Sony Playstation 2, Microsoft X- 

Box or Nintendo Gamecube, all of which require 

approval). 

Using the latest available technology in the video games 

industry, Trixter is able to take serious fitness training 

programmes and turn these into realistic mountain bike 

trails that the user has to negotiate. The XTRieM 

software mirrors the appeal of video games with the 

desire to progress and beat your last time or that of 

your competitors. This is the foundation of Trixter’s Plug 

‘n Play Fitness software, which also incorporates 

Virtual Personal Trainers, to motivate and guide users 

progressively. 

The intention is that while the user is on the XTRieM 

they hardly realise they are getting full body exercise 

because they are having so much fun! With every turn, 

jump and sprint the upper body is being exercised and, 

combined with the low impact cardiovascular exercise 

Retail XTRieM features at a glance. 

Arrows illustrate turning, pedalling, braking, jumping, leaning and body movements replicating outdoor cycling in an indoor environment. 


6

cycling provides, the XTRieM makes sure the sporting 

experience is time efficient, challenging and enjoyable. 

With a variety of ride environments, fitness profiles and 

control options to be developed, for example 

"Automatic Gears", the XTRieM will appeal to users 

of both sexes, and across age and ability ranges. 

Obesity has reached epidemic proportions in most 

developed countries. The current epidemic in obesity is 

caused largely by an environment that promotes 

excessive food intake and discourages physical activity. 

Increased use of computers, television viewing, 

reductions in physical education in schools and changes 

in family life related to increasing affluence have all been 

identified as potentially important drivers of the obesity 

epidemic. In particular, obesity in children has become a 

major health issue in the US and UK. The XTRieM 

offers a healthy alternative that competes with children’s 

thirst for more sedentary pastimes like television, 

computers and video games, whilst reassuring parents 

their children are active, in the safety of their home. 

Parents are also able to use the product for their own 

fitness needs. Effectively, the XTRieM becomes a 

family purchase. 

BUT FIRST........ 

T HE X-BIKE 

Trixter’s first product, the X-Bike, incorporates a core 

element of the Company’s intellectual property, the X- 

Bars (patent pending). The X-Bike is a mechanical 

indoor bicycle with handlebars that articulate uniquely 

through an arc in a side to side pumping motion against 

adjustable resistance. This replicates the upper body 

movement bikers use to increase power to the pedals 

when riding out of the saddle for hill climbs and sprints. 

This enables the X-Bike to add to the low impact 

cardiovascular benefits of the exercise bike by 

simultaneously providing upper body conditioning and 

toning. In the industry, this is now referred to as “crosstraining”, 

which is in high demand, at premium prices. 

The X-Bike is 

competitively priced and 

will be sold to fitness 

centres and gyms with 

X-Biking training 

programmes, for group 

classes led by Trixter’s 

Certified Instructors. 

According to Trixter and 

industry professionals, 

feedback from the 

product launch of the X- 

Bike at the IHRSA 

Show 2003 

"The coolest thing at the 

IHRSA Show 2003. An 

innovative product sure 

to capture new markets." 

Michael Garvey, President 

The Dumbell Man Fitness 

Equipment Co. 

demonstrated the 

markets eagerness to accept X-Biking as the next 

evolution of Indoor Group Cycling. Developed in the 

late 1980’s, Indoor Group Cycling continues to be one 

of the most popular class activities in gyms worldwide. 

X-Biking takes the cardiovascular workout that Indoor 

Group Cycling provides a huge step further by adding a 

significant ability to gain upper body conditioning and 

toning. This is due to the movements and resistance 

provided through the product’s X-Bars. A formal X-Biking 

exercise programme should create customer loyalty and 

achieve effective marketing of the whole X-Biking 

experience. 

T HE X-BIKE I NTERACTIVE 

The X-Bike Interactive is a development of the X- 

Bike incorporating sensors, a display and built-in audio 

and intelligence functions to ensure that the level of 

workout is adjusted in relation to the user’s actual 

performance, giving individual training. The X-Bike 

Interactive will be suitable for the home-user or as part 

of a gym’s unsupervised fitness equipment. 

By introducing first the X-Bike, and then the X-Bike 

Interactive, the Company intends to build brand 

awareness and loyalty, and to create a demand amongst 

consumers for the heightened reality and physical benefits 

of X-Biking. The Directors believe that this will build a real 

hunger for the ultimate product, The XTRieM. 


7

T RIXTER PRODUCT 

POSITIONING 

Features and Benefits Current Industry X-Bike TM X-Bike XTRieM TM 

Standard Indoor Bike 

Interactive TM 

Cardiovascular Conditioning ¬ ¬¬ ¬¬ ¬¬¬¬ 

Upper Body Conditioning ¬ ¬¬¬ ¬¬¬ ¬¬¬¬ 

Social Activity ¬ ¬¬ ¬ ¬¬¬¬ 

Coaching Programmes ¬ ¬¬ ¬¬¬ ¬¬¬¬ 

Personally Rewarding ¬ ¬¬ ¬¬¬ ¬¬¬¬ 

Like Real Biking ¬ ¬¬ ¬¬ ¬¬¬¬ 

Fun and Healthy ¬ ¬¬ ¬¬ ¬¬¬¬ 

Make me Wanna Do It ¬ ¬¬ ¬¬¬ ¬¬¬¬ 

I NTELLECTUAL 

PROPERTY 

Trixter has submitted patent applications for its 

products, one of which presently claims five 

independent inventions which the Directors are advised 

may be split into five divisional applications in due 

course. All steps have been taken to extend the 

applications into the US, Canada, Australia and Europe. 

One of the core applications may be extended to other 

major markets such as Japan and China. 

Trixter’s XTRieM software will be protected by 

encryption "dongles" within both the hardware and 

software. These dongles are designed to prevent 

unauthorised hardware or software being used with 

Trixter hardware or software products without a 

licence. 

E XCLUSIVE 

ARRANGEMENTS 

LICENCING 

UNION CYCLISTE I NTERNATIONALE 

The UCI, which is the worldwide federation governing 

all cycling sport, has granted Trixter an exclusive 

worldwide licence to use their name and events in 

conjunction with fitness equipment, to bring real cycling 

indoors on the X-Bike, X-Bike Interactive and 

XTRieM. All Trixter products will carry the official 

UCI logo and endorsement. 

The UCI have been highly supportive of Trixter’s vision 

and have recognised the potential of Indoor Mountain 

Biking being a sport in its own right. Trixter has also 

discussed the role the UCI may play in the new sport 

and the feasibility of recognising and regulating an 

official World Cup and World Championships. 

E LITE ATHLETES AND 

TEAMS 

Exclusive worldwide licence deals have also been agreed 

with elite cyclists and elite cycling teams. This allows 

Trixter to promote its products using the riders’ images 

on an exclusive basis in promotional materials and 

within the software, allowing users to compete with the 

riders in virtual races on the XTRieM. 

T HE FITNESS MARKET 

Trixter’s core market is the fitness equipment market. 

The total fitness equipment market was estimated at 

£6.6 billion worldwide in 1999 with 80 per cent of that 

market in retail equipment, with the remainder for 

commercial use in gyms and health clubs. An estimated 

13 million cardiovascular exercise units were sold 

worldwide in 1999 and exercise bikes were estimated to 

make up around 40 per cent of that, i.e. 6 million units. 

Of total cardiovascular unit sales, 33 per cent (£2.4 

billion) were sold in the US. The US market tends to lead 

all trends in fitness equipment. 

G ROWTH 

The world market for exercise equipment is forecast to 

grow by a compound annual rate of 8 per cent from 

2003 to 2006, with a projected 2006 market of £8.8 

billion. 

“Cross training” products have shown dramatic sales 

growth since 1993. For example, the Elliptical Trainer 

was the industry favourite in 1999, with an impressive 

sales performance. The exercise bike is a long running 


8

for exercise equipment is the US where $4,000 million 

(£2,667 million) was spent in 1999 on exercise 

equipment for home use. 

staple product in the fitness market. Bikes involve 

natural movements, are relatively easy exercise for 

people to learn and provide one of the best low impact 

cardiovascular exercises, good for rehabilitation and all 

relevant age groups. Exercise bikes also show a good 

spread in participation and ownership across sex, age, 

race, income and education levels. The X-Bike, the 

X-Bike Interactive and the XTRieM 

combine and greatly enhance all the accepted 

benefits of exercise bikes with effective and 

natural cross training properties. 

The fitness market pays extra for additional functionality 

and anything that improves results. Chart 2 below 

shows 2.25 million retail treadmills sold in America in 

1999, the average retail price for these sales was $800 

(£533) per unit. Sales of Elliptical Trainers illustrate the 

market's responsiveness to new products and 

willingness to pay premium prices, going from 50,000 

units in 1997 to 1 million units in 1999, at an average 

price of $700 (£467) per unit. The largest retail market 

Approximately 150,000 Indoor Group Cycling bikes are 

purchased annually for Commercial use. Trixter's X- 

Bike is competitively priced in this market segment 

and received a very positive response at both US and 

European trade shows. 

The market leader in commercial fitness stationary 

cycles sells in the region of 60,000 units per annum. The 

price per unit is approximately £1,300 ($2,000). The 

price of Trixter's X-Bike Interactive and XTRieM 

will compare favourably in this market segment. 

Over recent years there has been a substantial amount 

of growth in both fitness equipment and gym operator 

industries, as shown in Chart 1. The Trixter Directors 

believe that not only will the Trixter line of products 

capture market share from existing suppliers but they 

will also benefit from a continued and sustained period 

of expansion in the equipment market. Furthermore, 

Trixter believes that recent corrections in the valuations 

of quoted UK fitness operators adds momentum to the 

requirement for such operators to upgrade and add 

innovative, membership enhancing equipment. 

Despite the overall growth in this sector, waistlines are 

also expanding. Obesity has reached epidemic 

proportions in most developed countries. The market 

proves the need but why are these poor health trends 

not being reversed? 

Fact: The American Sporting Goods 

Manufacturing Association (SGMA) states 

that over 50 per cent of American 

households have exercise equipment, but 

less than 33 per cent of them actually use 

them. The reason? SGMA findings 

indicate that over 42 per cent find the 

exercise itself boring, and 32 per cent find 

the equipment boring. 

T HE 

BICYCLE MARKET 

The US alone recorded 41.4m bicycle riding participants 

in 2002. 

Current training products for cyclists consist of exercise 

bikes, turbo trainers or rollers. Only the most dedicated 

tend to use these products in an effort to maintain their 

fitness during poor weather or their busy weeks. By 

offering a training tool that is totally relevant to the 

users’ sport, which improves the physical, mental and 

technical aspects of their performance. Trixter’s 

Directors and Giant believe that this is a potentially 

massive untapped market for their products. 


9

C OMPETITORS 

Trixter's competitors are other manufacturers of fitness 

equipment in the exercise bike market. A 1999 

Kalorama Report stated "The market for interactive 

products in the retail market has still not 

developed…the market for interactive products is 

coming, according to manufacturers; it’s just a matter of 

time.” 

Life Fitness launched the Exertainment to the retail 

market in the early 1990s and more recently Reebok 

launched the CyberRider. In the commercial market 

Tetrix launched the VR Bike in the mid 1990s and more 

recently the Exertris was launched in 2002. Unlike the 

above, Trixter’s products are designed to immerse the 

user IN the exercise; engaging the mind in a fun, 

competitive and "real world" sporting activity; whilst 

also guiding and motivating users through a 

professionally structured full body exercise programme. 

Trixter's innovative use of high technology (patent 

pending) solutions coupled with its understanding of, 

and relationships in, real cycle sport places Trixter in an 

ideal position to dominate the exciting new world of 

indoor cycle sport. 

The Trixter bike IS the exercise and the 

entertainment. 

S TRATEGIES 

Through the introduction of innovative, fun, indoor 

cycling products, Trixter’s strategy is to provide the 

Commercial and Retail fitness markets with a higher value 

product at each established price point. 

Trixter will build its brand with a reputation of delivering 

optimal health and fitness benefits via a different and fun 

attitude to fitness with the X-Bike and X-Biking. 

The X-Bike will be followed by the X-Bike 

Interactive in the first half of 2004 and the XTRieM 

in 2005, delivering incremental increases in the levels of 

interactivity, immersion, motivation and guidance features 

with different price points for different customer types. 

This strategy facilitates a realistic timeline to raise 

additional funding for software production whilst also 

enabling Trixter to get to market quickly and develop 

mature channels of sales, marketing and distribution. 

During the initial phase, Trixter will carry out all the sales 

and training functions for the X-Bike and X-Bike 

Interactive to the Commercial market. Giant intends to 

provide the manufacturing, delivery, installation, warranty, 

service and aftersales support where appropriate. Trixter 

sell direct within the US and aim to appoint distributors 

in other territories. Giant intends to sell the retail 

versions of the X-Bike and the X-Bike Interactive to 

the professional cycle retail market via their established 

network of dealers. 

When the X-Bike Interactive and XTRieM are 

launched the Directors expect to continue the 

distribution of the Commercial products through 

Trixter’s own distribution channels, controlling the 

introduction of the products. The Retail fitness market 

notoriously follows all aspects of the Commercial fitness 

market. Trixter’s strategy for this market is based on 

proposed licence agreements with the existing cycling 

and fitness equipment manufacturers and distributors. 

Trixter’s long term goal is to be an intellectual property 

management company licencing its designs to Giant and 

other manufacturers of fitness equipment and bicycles. 

Trixter’s licenced products will be sold through those 

companies’ existing distribution channels and become the 

generic name for indoor cycling. 

Trixter’s growth strategies include an increasing line of 

hardware and software products and managed events. 

S TRATEGIC ALLIANCES 

Trixter has entered into the following strategic alliances. 

G IANT 

B ICYCLES 

"The Trixter line of products 

is the most exciting product 

line to hit the fitness 

industry in the past ten 

years. This is truly the next 

generation of indoor 

cycling and aerobic fitness. 

Trixter's first product, X-Bike, will 

immediately gain floor space in gyms around 

the world. Trixter's X-Biking Training Systems 

featuring full-body workouts renders 

conventional Spinning® sessions obsolete. I 

would also like to comment on the excellent 

management team assembled. Trixter's 

executive team is a wonderful blend of talent 

and experience. As Giant's direct interface with 

Trixter, it has been a pleasure working with such 

a professional group." 

Fred Teeman,Vice President Fitness Division, 

Giant Bicycles Inc 

Giant are the largest quality bicycle manufacturer in the 

world and, in a major step forward for Trixter, Giant 

provided a letter of intent and a signed Development 

Agreement in November 2002. Building on these 

through a series of ongoing meetings with Trixter, Giant 

are now completing negotiations to fulfil the following: 

• Manufacture, deliver, install, and provide warranty, 

service and aftersales support where appropriate for 

Trixter’s distribution to the fitness market; 


10

• Market and distribute Trixter’s products in Giant’s 

name to the Retail Cycle Market through its existing 

dealer network; 

• Provide assistance from Giant’s dedicated technical 

development team and meet all tooling costs where 

appropriate; 

• Provide Trixter with a reasonable and agreed upon 

quantity of handmade sample pre-production units 

of each product for shows and customer 

demonstrations; 

• Provide all products that Trixter wishes to resell on 

open credit; 

• Pay Trixter royalties for products it sells to the Retail 

bicycle industry. 

A LFADATA COMPUTER 

CORPORATION 

An intellectual property agreement has been signed 

between Alfadata and Trixter agreeing to develop and 

manufacture the electronics for the XTRieM. Alfadata 

will work closely with Giant in Taiwan to ensure a high 

quality product is delivered that meets Trixter’s 

stringent quality control requirements. Alfadata is a 

major supplier of computer and game console 

peripherals and are an authorised Sony and Microsoft 

manufacturer. 

T UNTURI OY LTD 

Trixter is also in discussions with other leading fitness 

brands for licensing agreements. This includes Tunturi 

Oy Ltd, who claim to be the largest manufacturer of 

bicycles in Finland and an internationally significant 

manufacturer of fitness equipment. Tunturi has 

expressed interest in working with Trixter to create its 

own version of the XTRieM for home use using 

Trixter’s technology, and these discussions will continue 

throughout 2003. 

A WARDS 

The Company has already been granted a Smart Micro 

Award from the UK Government. The Company 

believes that it will be eligible for the Research and 

Development Tax Credit Scheme. Trixter will continue 

to pursue other grants, including the Solidarity Awards 

provided by the International Olympic Committee. 

R EVOLUTIONISING 

INDOOR CYCLING 

Trixter’s indoor cycling products combine 

unique handlebars, movements, sensors and 

mind-blowing audio visual software that is Fun 

and Physically, Mentally and Technically 

Challenging…i.e SPORT! 

OUTDOOR ATTITUDE, BROUGHT INDOORS 

sport noun 

1. a game, competition or activity 

- needing physical effort and 

skill - that is played or done 

according to rules, - for 

enjoyment and/or as a job: 

2. all types of physical activity 

which people do to keep 

healthy or for enjoyment: 

3. fun, amusement or enjoyment. 

sport verb 

amuse oneself; play happily, 

enjoy yourself, make jokes 


11

K EY 

PERSONNEL 

M ANAGEMENT 

Trixter plc and its subsidiary Trixter Developments 

Limited (TDL) have an exceptionally strong, dynamic and 

diverse management team with significant high level 

experience and expertise in the corporate sector, 

product and software development, fitness and the 

mountain biking industry: 

T HE 

DIRECTORS 

James North-Hearn, Trixter plc Chairman and 

TDL Software Director 

James has over 18 years experience in hardware, 

software and electronics development and marketing in 

the video games industry. He led Gremlin plc to 

becoming the first Bonded European games developer 

after being part of the flotation team and went on to 

become Executive Vice President of the world's second 

largest independent games publisher, Infogrames. He 

was Special Adviser to Microsoft on the X-Box 

development project. Having spent most of his career 

supporting and managing talented creative people, James 

keeps the whole team focused on its objectives. 

Michael Rice, Chief Executive Officer 

Michael, a KPMG trained Chartered Accountant and 

mountain biking enthusiast, was previously the Managing 

Director responsible for the turnaround of what was 

the largest manufacturing subsidiary of a FTSE 250 

company, Powerscreen International plc. Michael has 

also worked at senior strategic and operational levels in 

the Video Game and CGI Industries, where he met 

James North-Hearn. Like the other Directors Michael 

has funded his own salary since founding TDL in 

October 2000. He has previously worked with the 

majority of the management team. 

James Nicholson-Smith, Chief Financial Officer 

James, a Chartered Accountant, has worked at senior 

board level in strategic, financial and commercial roles in 

companies with up to £75 million turnover, ranging from 

construction equipment to satellite control software. 

S ENIOR MANAGEMENT 

Rick Sutton, TDL Sales and Marketing Director 

Rick has an extensive track record in sports and video 

game, events and marketing. He runs large sporting 

events such as UCI World Cup, NORBA (North- 

American Off Road Biking Association) Nationals and 

the Sea Otter Classic which he founded (widely 

accepted as being the main cycling event in North 

America). He is widely respected in the Cycling Industry 

and Sport. 

Liam Noone, TDL Product Development 

Director 

Liam has worked at senior board level leading large 

manufacturing, engineering and development teams 

within a FTSE 250 manufacturing company. He has a 

record of delivering new products from concept to 

market and managing rapid growth and outsourcing. 

Dave Smith, TDL Performance Director 

Dave provides strong industry support with 14 years 

experience training Olympic medallists, Tour de France 

stage winners and World Champions. He coached 

Britain's Olympic Road Cycling Team for Atlanta, 

contributing to the team's exceptional performance. 

Dave has been involved in many professional roles 

within the mountain biking industry and has lectured in 

Sports Science to honours degree level. 

David Phipps, TDL Financial Director 

David is a law graduate and Chartered Accountant who 

has held senior and board positions including one 

within a FTSE 250 company. 

Skip Hess, TDL Non-Executive Director 

Skip is also President of Giant Bicycles Inc, USA. He has 

been involved in numerous start-ups and turnarounds 

in the bicycle industry, which included Fitness 

Equipment. Giant is the world's largest manufacturer of 

quality bicycles, its specialisation in design, development 

and manufacturing has also made it the leading choice of 

OEMs and it currently manufactures bicycles for many 

of the world's top brands. Giant is a global corporation 

with regional sales and marketing offices in sixty 

countries; one of the bicycle industry's most extensive 

enterprise networks. Skip is the main Executive in the 

group for all product and marketing. Skip brings great 

strengths to the board with significant global knowledge 

and contacts within the cycling industry. Skip will not be 

taking a salary until such time as the Board feels it 

appropriate. 

Huw Watson, TDL Non-Executive Director 

Huw is a Chartered Accountant who has been running 

small and medium-sized businesses since 1988. He has 

been involved in the health and fitness industry since 

1990 and in 1993 he set up his own company to develop 

a chain of clubs. The business grew and was successfully 

sold to Stakis plc in 1999 for £24 million. He retains an 

interest in the health and fitness sector and in the last 

few years has worked in an advisory capacity with other 

companies both in and outside the industry. Huw is well 

known and thought of within the Health & Fitness 

Industry in the UK. Huw will not take a salary until such 

time as the Board feels it appropriate. 


12

D IRECTORS AND ADVISERS 

Directors 

Company Secretary 

Registered Office 

Reporting Accountants 

Solicitors to the Company 

Principal Bankers 

Receiving Agents 

Registrars 

James North-Hearn 

Michael Rice 

James Nicholson-Smith 

Andrew Harris 

Howes Percival 

252 Upper Third Street 

Grafton Gate East 

Central Milton Keynes MK9 1DZ 

82 Walcot Street 

Bath BA1 5BD 

Hacker Young 

168 Church Road 

Hove 

East Sussex BN3 2DL 

TLT Solicitors 

One Redcliff Street 

Bristol BS99 7JZ 

Bank of Scotland 

Level 2 

Orchard Brae House 

30 Queensferry Road 

Edinburgh EH4 2UZ 

GHW Registrars Limited 

4-10 Barttelot Road 

Horsham 

West Sussex RH12 1DQ 

Northern Registrars Limited 

Northern House 

Woodsome Park 

Fenay Bridge 

Huddersfield HD8 0LA 

Corporate Advisers to the Company GHW Corporate Finance Limited * 

in relation to 535X 

4-10 Barttelot Road 

Horsham 

West Sussex RH12 1DQ 

* Authorised and regulated by the Financial Services Authority 


13

M ARKETABILITY 

SHARES AND 

OF 

535X 

The Directors intend for the 

Company to seek to subscribe to the 

535X corporate news and information service ("535X"). 

535X is a news service designed for small-capitalisation 

UK public companies such as the Company, and will 

afford the Company the opportunity to publicise (with 

formal approval from GHW Corporate Finance Limited, 

its corporate finance adviser) corporate news and 

information. In addition, members of the public will be 

able to subscribe free of charge to 535X to see the 

current indicative price at which shares in the Company 

have most recently traded. Please note as follows: 

• No guarantee is given that the Company will be 

entitled to subscribe to 535X or to remain entitled 

to use its facility. This is a matter which is in the sole 

discretion of the directors of 535X (UK) Limited, the 

company operating the 535X service; 

• No guarantee is given that the Company will choose 

to remain a subscriber to the 535X service at all 

times hereafter, and the Directors reserve the right 

to cancel the Company's subscription at any time if 

they reasonably consider this to be in the Company's 

best interests; and 

• No responsibility is accepted by the Company or the 

Directors for any decisions that any shareholder or 

other person may take, concerning the shares of the 

Company or any other investment, as a result of 

information appearing on the 535X website. Users 

of that website are strongly recommended always to 

seek independent investment advice before relying 

upon any information appearing there. 

Further details and information on registration may be 

found at www.535X.com. 

R EASONS FOR THE OFFER 

The Directors propose to raise £900,000 pursuant to 

the Offer for Subscription by the issue of up to 

7,500,000 New Ordinary Shares of 1p each in order to 

raise working capital and further develop and market 

the business of the Company. 

Further details of the Offer, including the procedures for 

application and payment, are set out on page 17 and the 

Application Form for the Offer for Subscription is set 

out on page 31. 

Potential investors should note that the whole of the net 

proceeds of the Offer will be receivable by the 

Company. 

D IVIDEND 

POLICY 

The Directors intend to commence the payment of 

dividends when it becomes commercially prudent to do 

so and to pursue a progressive dividend policy in line 

with earnings growth, subject to the availability of 

distributable reserves and the need to retain funds to 

finance the investment strategy of the Company. 

R ISK 

FACTORS 

There are various risks associated with an investment in 

the Company. The Directors consider the following 

risks to be the most significant to potential investors. 

However, the risks listed do not necessarily comprise all 

those associated with an investment in the Company. 

• The business plan is based on assumptions which the 

Directors consider reasonable, but is subject to 

variation and external factors, and performance in 

accordance with the business plan is not guaranteed. 

• The price which investors may realise for their 

holding of Ordinary Shares, if and when they are able 

to do so, may be influenced by a large number of 

factors, some of which are specific to the Company 

and others of which are extraneous. 

• Membership of 535X is entirely at the discretion of 

535X. 

• The ability of an investor to sell Ordinary Shares will 

depend on there being a willing buyer for them at an 

acceptable price. 

• The value of the Company’s Ordinary Shares may go 

down as well as up. Investors may therefore realise 

less than their original investment. 

• The investment offered in this Prospectus may not 

be suitable for all those who receive it. Before 

making a final decision, investors in any doubt are 

advised to consult an investment adviser authorised 

under the Financial Services and Markets Act 2000 

who specialises in investments of this kind. 

• The Company operates in markets which are subject 

to rapid technological advances. To remain 

competitive and to protect the profit margins the 

Group must offer, on a timely basis, new products 

and services which keep pace with such 

developments and must respond to customer 

requirements. 

• The market for the Company's products and 

services may not increase at anticipated rates. If this 

is the case then the Company's revenues will be 

adversely affected. 

• Competitors may seek to enter the market and 

make large investments, at levels unavailable to the 

Company. 


14

• The Company’s performance is substantially 

dependent upon the retention of its senior 

management and other key personnel and, in 

particular, the Executive Directors. 

• On completion of the Offer the Company, assuming 

Minimum Subscription is achieved, will be controlled 

by its present Directors who will together be 

interested in approximately 43.79% of the 

Company’s enlarged issued share capital. 

• The Company requires further funding to complete 

its product development programme. Should 

adverse circumstances prevent the Company from 

obtaining sufficient funding in the future it may be 

unable to complete its planned development work 

over the next four years. 

• Third parties may unlawfully interfere with the 

Company’s systems and intellectual property rights. 

The Company may have to defend or take legal 

action against third parties in relation to actual or 

alleged infringement of intellectual property rights. 

• The Company’s intellectual property, upon which it 

relies fundamentally, is the subject of pending patent 

applications. The Company has no guarantee that 

patents will indeed be granted. 

• The Company’s business plan relies upon a limited 

number of key partners within the industry providing 

support in development, manufacturing and 

distribution of products. In the event of any partner 

ceasing to support the Company as anticipated, the 

Company’s delivery of its Business Plan may be 

materially affected. 

Other information: 

PART 1 Details of the Offer for Subscription 

PART 2 Accountants' Reports 

PART 3 Statutory and General Information 

TAX RELIEFS AVAILABLE 

TO THE INVESTOR 

EIS RELIEF 

The information in this section is based on the 

Directors’ understanding of current tax law and Inland 

Revenue practice. The following should be regarded as a 

summary and should not be construed as constituting 

advice. Investors are strongly advised to take their own 

independent tax advice but certain potential tax benefits 

are summarised below in respect of an individual 

resident in the UK for tax purposes. 

EIS tax relief can only be claimed by an eligible individual 

who subscribes for eligible shares in a qualifying 

company. On the basis of information previously 

provided, the Inland Revenue has given provisional 

confirmation that the Company is a qualifying company 

under the Enterprise Investment Scheme (“EIS”) 

legislation. Although it is the Directors’ current 

intention to manage the Company so as to maintain its 

status as a qualifying company, no undertaking can be 

made that they will, or will be able to, do so in the future. 

I NCOME TAX RELIEF 

EIS tax relief allows an investor to reduce the amount of 

his, or her, liability to income tax. Relief is obtained at the 

lower rate of income tax, currently 20%, on the amount 

invested in the shares of EIS qualifying companies. Relief 

is available on a maximum annual investment of 

£150,000 in any one tax year. The amount of income tax 

relief cannot exceed an individual’s income tax liability. 

The individual must hold the shares for 3 years. 

Investors should be able to deduct an amount equal to 

20% of their investment from their liability to income 

tax in the current year (for example, see Table 1). 

TABLE 1 

Gross investment in shares 10,000 

less tax relief of 20% (2,000) 

Net cost of investment 8,000 

£ 

C APITAL GAINS TAX DEFERRAL 

EIS tax relief allows investors to defer capital gains tax 

liabilities, in conjunction with the income tax relief 

described above. An investor can defer the liability to 

capital gains tax on any chargeable gain arising from the 

disposal of any asset after 28 November 1994, by 

investing an amount equivalent to that gain in the shares 

of an EIS qualifying company. (For example, see Table 2.) 

Deferral only applies if the investment in the company is 

made no more than one year before or three years after 

the disposal of the asset to which the gain refers. 

Taxpayers should note that this capital gains tax relief is 

a deferral only and that the original liability to capital 


15

gains tax, increased by any gain not covered by the EIS 

exemption or reduced by any loss on the investment 

itself, will become taxable on the disposal of the shares. 

However, at that time, by making a qualifying 

reinvestment, a further claim can be made to defer the 

gain. 

TABLE 2 

This example assumes the investor is a 40% taxpayer 

with a capital gain of £10,000 (i.e. a CGT liability of 

£4,000). 

Gross investment in shares 10,000 

less CGT deferral at 40% (4,000) 

less income tax relief at 20% (2,000) 

Net cost of investment 4,000 

CGT payable on disposal of shares 4,000 

C APITAL GAINS TAX EXEMPTION 

EIS tax relief exempts investors from the liability to 

capital gains tax when they dispose of their shares. 

Provided that the disposal takes place at least 3 years 

after the issue of the shares and also provided that EIS 

tax relief has not been previously withdrawn, any gain 

accruing to an investor on the sale, or disposal, of shares 

is not liable to capital gains tax. (For example, see Table 

3.) The exemption does not apply to any gain deferred 

under the Deferral Rules. 

TABLE 3 

Realised value of shares after 3 years 20,000 

Original gross investment in shares (10,000) 

Tax free gain 10,000 

L OSS RELIEF 

Loss relief is available for taxpayers able to claim all tax 

reliefs at the higher rate of tax (currently 40%), even if 

the investment results in a total loss. The effect of the tax 

reliefs reduces the net cost to 48% of the initial 

investment. 

EIS tax relief allows investors to offset any loss on their 

investment against either capital gains or taxable income 

in the year of loss. Assuming that tax rates remain 

unchanged, both higher rate tax payers (40%) and basic 

rate tax payers (22%) should be able to offset any losses 

arising (after EIS income tax relief) against either capital 

gains or taxable income (at their own election) in the 

year of realisation or taxable income of the previous 

year, provided that EIS tax relief has not been previously 

withdrawn. (For example, see Table 4.) If not utilized in 

this way, losses can be set against capital gains in 

subsequent years. 

£ 

£ 

TABLE 4 

40% Taxpayer 22% Taxpayer 

£ £ 

Realised value of shares Nil Nil 

Original gross cost 

of investment (10,000) (10,000) 

EIS income tax relief 2,000 2,000 

Loss (8,000) (8,000) 

EIS loss relief 3,200 1,760 

Net loss 4,800 6,240 

I NHERITANCE TAX RELIEF 

Inheritance tax business property relief is given on 

transfers of value during the transferor’s lifetime and on 

death. The relief operates by reducing the value of 

transfer and consequently the amount of inheritance tax 

payable. There is no limit to the amount of business 

property relief that can be claimed and unquoted shares 

in qualifying companies that are held for at least 2 years 

prior to transfer should qualify for business property 

relief of 100% regardless of the size of holding or voting 

entitlement. 

However, it is also possible that where the unquoted 

shares in a qualifying company are replaced by other 

property which qualified as relevant business property 

and both the original share holding and the following 

replacement property were owned for at least 2 of the 

last 5 years, the replacement property may qualify for 

business property relief. 

It should be noted that there are further conditions of 

business property relief if the donor dies in the 7 years 

following the gift. To be eligible for business property 

relief, the property transferred must still be owned by 

the donee and the unquoted trading company shares 

must, therefore, remain so to be relevant business 

property. 

Because of the benefit of 100% business property relief 

being available, unquoted shares in qualifying companies 

are frequently transferred after a 2 year ownership 

period into discretionary trusts created for the benefit 

of a number of family beneficiaries. A discretionary trust 

may also be created by will using unquoted shares in 

qualifying companies. 

D ISCLAIMER 

Information and statements above and elsewhere in this 

Prospectus are based on the Directors’ understanding 

of current tax law and Inland Revenue practice. This is 

only a condensed summary and should not be construed 

as constituting advice which a potential investor should 

obtain from his own investment or taxation adviser 

before applying for shares. If you are in any doubt as to 

your tax position, you should contact your professional 

adviser without delay. 


16

D ETAILS OF 

THE OFFER 

T ERMS OF THE OFFER 

The Company is offering 7,500,000 New Ordinary 

Shares at 12p per share payable in full on application. 

The Offer is made on the terms and subject to the 

conditions set out in this Part Three and in the 

Application Form enclosed with this Prospectus. 

The Minimum Investment is for 10,000 New Ordinary 

Shares and applications may be for any number subject 

to no one person or company, together with others 

acting or deemed to be acting in concert, acquiring such 

number of Ordinary Shares as, together with those 

already owned, exceed 29.9 percent of the total number 

of Ordinary Shares in issue after the Offer closes. 

If fully subscribed the proceeds of the Offer will be 

£900,000 gross (approximately £703,000 net of 

expenses). The New Ordinary Shares will, following the 

allotment, rank equally in all respects with the Ordinary 

Shares presently in issue, including the right to all 

dividends and other distributions declared, paid or made 

after the date of their issue. 

Applicants should note that the Offer is conditional on 

the Minimum Subscription of £900,000 being raised. 

If the Offer is oversubscribed, the Directors can 

exercise their discretion either to scale down 

applications or, pursuant to their general power to allot 

shares under the articles of association, to accept the 

applications and allot shares accordingly or to accept 

applications on a ‘first come first served’ basis. 

A PPLICATION AND PAYMENT 

Applicants must lodge the Application Form, together 

with a remittance for the full amount payable on 

application, with GHW Registrars prior to 5.30 pm on 

17th June 2003. Applicants should note that the 

Directors may close the Offer immediately it is fully 

subscribed, or once the Minimum Subscription has been 

raised should this be prior to 17th June 2003. 

All payments must be made by one of the following 

methods: 

1. Cheque or bankers' draft in pounds sterling drawn on 

a bank or building society in the United Kingdom 

which is either a settlement member of the Cheque 

and Credit Clearing Company Limited, or the CHAPS 

and Town Clearing Company Limited or a member of 

the Scottish or Belfast Clearing Houses, or which has 

arranged for its cheques and bankers' drafts to be 

cleared through the facilities provided by those 

companies or committees. All such cheques or 

bankers' drafts must bear the appropriate sort code in 

the top right hand corner. 

Cheques or bankers' drafts should be made payable to 

"GHW Registrars Limited A/C Trixter plc" and 

crossed "Not negotiable - A/C Payee Only". It is a term 

of the Offer that all cheques, which are liable to be 

presented on receipt, will be honoured on first 

presentation. The Company reserves the right to seek 

special clearance of cheques. No interest will be paid 

on amounts received. 

2. By Switch/Debit Card drawn on a UK bank account - 

please see the Application Form on page 31 for details. 

3. By electronic transfer from a UK bank account - 

please see the Application Form on page 31 for details. 

The Company intends to bank all cheques and bankers' 

drafts received with Applications Forms or to process 

the transfer of funds via Switch and allotments will only 

be made after their clearance. Application money will be 

held in a separate client account by the Company 

pending allotment or return if the application is 

unsuccessful. 

The Company reserves the right to accept Application 

Forms and accompanying remittances which are 

received through the post or by hand before midnight 

on 17th June 2003. The right is reserved to reject any 

application or to accept any application in part only. The 

right is also reserved to treat as valid any application 

which does not fully comply with the terms and 

conditions of either the Offer for Subscription or those 

set out in the relevant Application Form. If any 

application is not accepted, the amount paid on 

application will be returned, in each case by cheque sent 

through the post at the applicant’s risk. 

Application monies will be returned in whole or in part 

without interest to unsuccessful applicants by first class 

post by 8th July 2003. It is expected that certificates in 

respect of New Ordinary Shares will be despatched by 

8th July 2003. In each case posting will be at the risk of 

the person entitled thereto. 

O VERSEAS SHAREHOLDERS 

The Offer is only being made to persons resident in the 

United Kingdom. Where an application appears to be 

made by a person not so resident, the Directors may 

request the applicant to prove that he is entitled to apply 

under the laws of the country in which he is resident 

and, if they are not satisfied, the application may be 

rejected by the Directors. 

M ONEY LAUNDERING REGULATIONS 

It is a term of the Offer that, to ensure compliance with 

the Money Laundering Regulations 1993 as amended by 

the Money Laundering Regulations 2001, GHW 

Registrars may at its absolute discretion require 

verification of identity from any person lodging an 

Application Form ("applicant") including, without 

limitation, any applicant who (i) tenders payment by way 

of switch, electronic transfer, cheque or banker's draft 

drawn on an account in the name of a person or persons 

other than the applicant or (ii) appears to GHW 

Registrars to be acting on behalf of some other person. 

In either case, verification of the identity of any person 

on whose behalf the applicant appears to be acting may 

be required. Pending the provision of evidence 

satisfactory to GHW Registrars as to identity, 

Application Forms stamped "paid" with the receipt at 

the foot duly completed and definitive certificates in 


17

espect of such New Ordinary Shares may be retained 

at the absolute discretion of GHW Registrars. If within a 

reasonable period of time following a request for 

verification of identity, GHW Registrars has not received 

evidence satisfactory to it as described, the Directors 

may, at their absolute discretion, terminate the contract 

to subscribe, in which event the money payable on 

application will be returned without interest to the 

account at the drawee bank from which such money was 

originally debited. 

C ORPORATE GOVERNANCE 

The Directors acknowledge the importance of the 

guidelines of the Principles of Good Governance and the 

Code of Best Practice set out in the Combined Code 

issued by the Committee on Corporate Governance in 

June 1998. They therefore intend to apply them when it 

becomes appropriate to the Company, given its size and 

nature. 

An audit committee will be established when 

appropriate including non-executive Directors. It will be 

responsible both for ensuring that the financial 

information of the Group is properly reported on and 

monitored and for meeting the auditors and reviewing 

their reports relating to the accounts and internal 

control systems. 

A remuneration committee will be established when 

appropriate including non-executive Directors. It will 

review the performance of executive Directors and 

recommend the scale and structure of their 

remuneration and review the basis of their service 

agreements with due regard to the interests of 

shareholders. No Director will participate in decisions 

concerning his own remuneration. 

TAX RELIEF CERTIFICATES 

The timing of receipt of EIS income tax relief by an 

investor depends upon: 

1. the timing of the issue of the relevant tax certificate 

(EIS 3 Certificate); and 

2. the arrangement of his or her own tax affairs. 

The Directors anticipate that EIS 3 Certificates (which 

investors need to claim the tax relief) will be available 

within six months from the date that the Share 

Certificates are issued. Although the time taken by the 

Inland Revenue to grant approval cannot be controlled 

by the Company, the Directors will use all reasonable 

endeavours to expedite matters. 

C APITAL GAINS 

The issue of New Ordinary Shares by the Company will 

be regarded as a new holding for the purpose of United 

Kingdom taxation of capital gains. 

If successful applicants sell some or all of the New 

Ordinary Shares allotted to them, they may, depending 

on their circumstances, incur a liability to United 

Kingdom taxation of capital gains. 

S TAMP DUTY AND STAMP DUTY 

RESERVE TAX 

No stamp duty or stamp duty reserve tax will be payable 

on the issue of the Application Form. 

No stamp duty or stamp duty reserve tax will be payable 

on the registration of the original holders of the 

Application Form. 

Following registration, transfers of New Ordinary 

Shares will normally be liable to stamp duty at the rate 

of 0.5% of consideration paid subject (except in the case 

of CREST transfers) to a minimum duty of £5 or 

multiple thereof. An unconditional agreement to transfer 

such shares will normally be subject to stamp duty 

reserve tax at the same rate, except to the extent that 

the agreement is completed within two months by a 

duly stamped transfer in favour of the purchaser under 

the agreement. 

U NITED KINGDOM TAXATION ON 

DIVIDENDS 

There is no United Kingdom withholding tax on 

dividends, and the Company no longer has to account to 

the Inland Revenue for advance corporation tax ("ACT") 

when paying dividends. 

For individual shareholders resident in the United 

Kingdom, for tax purposes, an amount equal to 10% of 

the grossed up dividend is available as a tax credit which 

individual shareholders who are so resident may set off 

against total income tax liability up to the basic rate 

limit. This tax credit satisfies the individual's liability up to 

the basic rate limit on the amount of grossed up 

dividend received. Only higher rate tax payers will be 

required to pay any further income tax on dividends 

received. 

Corporate shareholders resident in the United 

Kingdom for tax purposes will not be liable to United 

Kingdom corporation tax on any dividend received from 

the Company and will be able to treat any dividend so 

received and the related tax credits as franked 

investment income. 

Whether holders of shares in the Company who are 

resident in countries other than the United Kingdom 

are entitled to repayment from the Inland Revenue or 

the Company of a proportion of the tax credit in respect 

of dividends on such shares depends in general upon the 

provisions of any double tax treaty which exists 

between such countries and the United Kingdom. 

Persons who are not resident in the United Kingdom 

should consult their own tax advisers on the possible 

application of such provisions and what relief or credit 

may be claimed in the jurisdiction in which they are 

resident. 

D ISCLAIMER 

A potential investor should obtain advice from his own 

independent investment or taxation adviser before 

applying for New Ordinary Shares. None of the 

Directors, the Company nor the advisers to the Offer 

can guarantee that an investor will obtain any of the tax 

reliefs described above. 


18

C HAIRMAN’ S 

STATEMENT 

Dear Investor 

When I decided to invest my time and money in Trixter I was looking for a great idea, with 

real commercial potential on a global scale and a strong management team that could 

"deliver". I asked - Has the company applied for patent protection for its technology? - Is 

there appropriate manufacturing committed to fulfil forecast demand? - How will it deliver 

its product to market? - How does the sales and marketing strategy stack up and are there 

secure distribution channels? Most importantly - will the industry buy it? 

Trixter has covered all the above. Without a doubt, Trixter deserves your attention. This 

board is on its bike, pedalling hard and I am confident that, with your help, it will succeed. I 

would like to recommend that you give this prospectus serious consideration. 

Below I have summarised what I consider to be some of the important points from the 

prospectus that I hope will convince you to invest in Trixter. 

1. The World Governing Authority, in this case for Cycling Sport, the Union Cycliste 

Internationale, has exclusively endorsed the Trixter product range. 

2. Major industry players such as David Lloyd, erstwhile Founder of David Lloyd Leisure 

and now the Owner of Next Generation health and fitness clubs, are keen to buy the 

products, and have endorsed Trixter in this prospectus. 

3. Active sporting elite including mountain biking and BMX world champions are using the 

X-Bike for training and eagerly await the X-Bike Interactive and XTRieM. 

4. Giant, the world's largest manufacturer of quality bicycles, has committed to 

manufacture, distribute and market "Trixter Enabled" bikes through their existing 

channels. Giant's specialisation in design, development and manufacturing has also made 

it the leading choice of OEMs and it currently manufactures bicycles for many of the 

world's top brands. Giant is a global corporation with regional sales and marketing 

offices in sixty countries; one of the bicycle industry's most extensive enterprise 

networks. 

5. Significant early response to the IHRSA show held in San Francisco in February this year 

and the Madrid Fitness Show in April 2003, have resulted in firm orders in the USA and 

Europe and the appointment of distributors in the UK and Spain. 

I judge companies by their ability to not only innovate but also deliver. If you have had an 

opportunity to read the prospectus then I'm sure you would agree with me: Trixter's 

products are innovative, desired in the market, the Management Team is delivering and 

Trixter offers a great investment opportunity. 

Yours sincerely 


Chairman 


19

PART 2 

A CCOUNTANTS’ REPORT 

ON TRIXTER PLC 


Hove 

East Sussex 

BN3 2DL 

16 May 2003 

The Directors 



Bath, BA1 5BD 

Dear Sir 

Trixter plc ("the Company") 

Introduction 

We report on the financial information set out below relating to the Company. This information has been prepared in connection with 

the prospectus of the Company dated 16 May 2003 ("the Prospectus"). 

Basis of preparation 

The financial information set out below has been extracted from the financial statements of the Company for the period from 

incorporation to 31 March 2003 to which no adjustments were considered necessary. 

Responsibility 

Such financial statements are the responsibility of the Company's directors who approved their issue. 

The directors of the Company are responsible for the contents of the Prospectus in which this report is included. 

It is our responsibility to compile the financial information set out in this report from the financial statements, to form an opinion on the 

financial information and to report our opinion to you. 

Basis of opinion 

We conducted our work in accordance with Statements of Investment Circular Reporting Standards issued by the Auditing Practices 

Board. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included 

an assessment of the significant estimates and judgements made by those responsible for the preparation of the financial statements 

underlying the financial information and whether the accounting policies are appropriate to the Company's circumstances, consistently 

applied and adequately disclosed. 

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to 

provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement, whether 

caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of the 

financial information. 

Opinion 

In our opinion the financial information set out below gives, for the purposes of the Prospectus, a true and fair view of the state of the 

Company's affairs as at 31 March 2003. 

Consent 

We consent to the inclusion of this report in the Prospectus and accept responsibility for this report for the purposes of paragraph 45 

to the Public Offers of Securities Regulations 1995. 


20

Balance sheet 

Current assets 

As at 

31 March 2003 

Note £ 

Cash at bank and in hand 1 

Capital and reserves 

Called up share capital 3 1 

Notes to the financial information 

1 Accounting convention 

The financial information is prepared under the historical cost of convention and in accordance with applicable Accounting Standards. 

2 Incorporation 

The Company was incorporated with the registered number 04593372 on 18 November 2002 as Acraman (302) Limited. It changed its name 

to Trixter Limited on 7 April 2003 and became a public limited company on 9 May 2003. No profit and loss account or cash flow statement 

has been prepared as the Company neither received any income nor incurred any expenditure during the period from incorporation to 31 

March 2003. 

As at 

31 March 2003 

3 Share capital £ 

Authorised: 

100 ordinary shares of £1 each 100 

Allotted, issued and fully paid: 

One ordinary share of £1 1 

On 16 April 2003, the Company subdivided each ordinary share of £1 each into 100 ordinary shares of 1p each and increased its authorised 

share capital to 1,000,000,000 ordinary shares of 1p each. On 2 May 2003, the Company issued 39,583,433 ordinary shares of 1p each to acquire 

the entire share capital of Trixter Developments Limited. 

Yours faithfully 

Hacker Young 


21

A CCOUNTANTS’ REPORT 

DEVELOPMENTS LIMITED 

ON TRIXTER 


Hove 

East Sussex 

BN3 2DL 

16 May 2003 

The Directors 



Bath, BA1 5BD 

Dear Sirs, 

Trixter Developments Limited ("TDL") 

Introduction 

We report on the financial information set out below relating to TDL. This information has been prepared in connection with the offer 

for subscription for ordinary shares by Trixter plc, referred to in the prospectus of Trixter plc dated 16 May 2003 ("the Prospectus"). 

Basis of preparation 

The financial information set out below has been extracted from the unaudited financial statements of TDL for the period 16 October 

2000 to 31 December 2001 and the audited financial statements of TDL for the year ended 31 December 2002, after making such 

adjustments as we considered necessary. 

Responsibility 

Such financial statements are the responsibility of TDL's directors who approved their issue. 

The directors of Trixter plc are responsible for the contents of the Prospectus in which this report is included. 

It is our responsibility to compile the financial information set out in this report from the financial statements, to form an opinion on the 

financial information and to report our opinion to you. 

Basis of opinion 

We conducted our work in accordance with Statements of Investment Circular Reporting Standards issued by the Auditing Practices 

Board. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included 

assessment of the significant estimates and judgements made by those responsible for the preparation of the financial statements 

underlying the financial information and whether the accounting policies are appropriate to TDL’s circumstances, consistently applied and 

adequately disclosed. 

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to 

provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement, whether 

caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of 

financial information. 

Opinion 

In our opinion the financial information set out below gives, for the purposes of the Prospectus, a true and fair view of the state of TDL's 

affairs as at 31 December 2001 and 31 December 2002 and of its loss and recognised gains and losses for the period 16 October 2000 

to 31 December 2002. 

Consent 

We consent to the inclusion of this report in the Prospectus and accept responsibility for this report for the purposes of paragraph 45 

of schedule 1 to the Public Offers of Securities Regulations 1995. 

Statutory information 

The financial statements for the year ended 31 December 2002 were audited by Solomon Hare LLP, 37 Market Place, Chippenham. TDL's 

financial statements received an unqualified audit opinion. 


22

Profit and loss accounts 

Year ended 16 Oct 2000 to 

31 Dec 2002 31 Dec 2001 

Notes £ £ 

Turnover on continuing operations 2 5,000 11,000 

Cost of sales - - 

Gross profit 5,000 11,000 

Administrative expenses (291,435) (38,245) 

Other operating income 10,157 - 

(276,278) (27,245) 

Interest receivable 354 - 

Interest payable 3 (1,871) (6,121) 

Loss on ordinary activities 4 (277,795) (33,366) 

Taxation 5 - - 

Loss for the financial period on 

continuing operations 13 (277,795) (33,366) 

A statement of movements in reserves is in note 13. 

The loss on ordinary activities after taxation, as stated above, recognises all gains and losses for the period 16 October 2000 to 31 December 2002 

as defined by Financial Reporting Standard No. 3. 

The accompanying notes form an integral part of this financial information 

Balance sheets 

As at 

As at 

31 Dec 2002 31 Dec 2001 

Notes £ £ 

Fixed assets 

Tangible assets 6 6,470 5,223 

Intangible assets 7 17,527 11,620 

23,997 16,843 

Current assets 

Debtors 8 18,201 13,507 

Cash at bank and in hand 80,015 92,653 

98,216 106,160 

Creditors: amounts falling due 

within one year 9 (226,655) (93,860) 

Net current (liabilities)/assets (128,439) 12,300 

Total assets less current liabilities (104,442) 29,143 

Creditors: amounts falling due 

after more than one year 10 (5,308) (62,508) 

(109,750) (33,365) 

Capital and reserves 

Called up share capital 11 17,798 1 

Share premium account 12 183,613 - 

Profit and loss account 13 (311,161) (33,366) 

The accompanying notes form an integral part of this financial information 

Notes to the financial information 

(109,750) (33,365) 

1 Accounting policies 

The financial statements have been prepared in accordance with the Financial Reporting Standard for Smaller Entities (effective June 2002) and 

the special provisions for small companies under Part VIII of the Companies (Northern Ireland) Order 1986. 

The particular policies adopted, all of which have been applied consistently throughout the period are set out below: 

1.1 Accounting convention 

The financial information is prepared under the historical cost convention. 

1.2 Turnover 

Turnover represents amounts invoiced during the period, exclusive of VAT. 

1.3 Patents 

Costs incurred for patent applications and licences are capitalised in the period they are incurred. This asset relates to separately identifiable 

projects and will not be amortised until such time as the project is brought into production and projected sales are adequate. The costs will 

then be amortised over the life of the individual projects which is estimated to be between 10 and 15 years. 


23

1.4 Depreciation 

Depreciation is calculated so as to write off the cost of an asset, less its estimated realisable value, over the economic life of that asset as 

follows: 

Computer equipment 

over 3 years 

Office equipment 

over 4 years 

Motor vehicles 

over 4 years 

1.5 Deferred taxation 

The accounting policy in respect of deferred taxation has been changed in 2002 to reflect the requirements of FRS 19. Deferred tax is 

provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting 

purposes. The deferred tax balance has not been discounted. 

1.6 Research & development 

Expenditure incurred on the development of innovative computer software and hardware is expensed in the profit and loss account in the 

period in which it is incurred. 

1.7 Leasing and hire purchase commitments 

Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. 

The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account on a straight line 

basis. 

Rentals applicable to operating leases where substantially all the benefits and risks of ownership remain with the lessor are charged against 

profits on a straight line basis over the period of the lease. 

2 Turnover 

Turnover represents sales in the UK, net of VAT, and relates to TDL’s principal activity 

3 Interest payable 


31 Dec 2002 31 Dec 2001 

£ £ 

Other non-bank interest 1,871 6,121 

4 Loss on ordinary activities 


31 Dec 2002 31 Dec 2001 

£ £ 

This is stated after charging: 

Directors' emoluments - - 

Audit fee 2,750 - 

Depreciation 2,575 2,167 

5 Taxation 

The is no current tax charge due to the availability of tax losses of approximately £300,000. 

Factors that may affect future tax charges 

As at 31 December 2002, TDL has a deferred tax asset of approximately £60,000 based on the trading losses carried forward. The deferred 

tax asset has not been recognised in the balance sheet as it is unlikely to be recovered in the next 12 months. 

6 Tangible fixed assets 

Computer Office Motor 

equipment equipment vehicles Total 

£ £ £ £ 

Cost 

As at 16 October 2000 701 621 4,218 5,540 

Additions 1,850 - - 1,850 

As at 31 December 2001 2,551 621 4,218 7,390 

Additions 4,908 1,902 - 6,810 

Disposals - - (4,218) (4,218) 

As at 31 December 2002 7,459 2,523 - 9,982 

Depreciation 

As at 16 October 2000 - - - - 

Charge for the period 756 181 1,230 2,167 

As at 31 December 2001 756 181 1,230 2,167 

Charge for the year 2,102 473 - 2,575 

On disposals - - (1,230) (1,230) 

As at 31 December 2002 2,858 654 - 3,512 

Net book value 

As at 31 December 2001 1,795 440 2,988 5,223 

As at 31 December 2002 4,601 1,869 - 6,470 


24

As at 

As at 

31 Dec 2002 31 Dec 2001 

£ £ 

The above figures relate to assets held under hire purchase agreements as follows: 

Net book value 4,126 845 

Depreciation charged 1,627 282 

7 Intangible fixed assets 

Patents 

£ 

Cost 

As at 16 October 2000 - 

Additions 11,620 

As at 31 December 2001 11,620 

Additions 5,907 


Net book value 



8 Debtors 

As at 

As at 

31 Dec 2002 31 Dec 2001 

Due within one year: £ £ 

VAT recoverable 3,672 2,507 

Prepayments and accrued income 4,484 11,000 

Other debtors 10,045 - 

18,201 13,507 

9 Creditors: amounts falling due within one year 

As at 

As at 

31 Dec 2002 31 Dec 2001 

£ £ 

Bank loan 50,000 - 

Hire purchase 2,132 784 

Trade creditors 46,073 2,776 

Directors' loan accounts 37,486 72,800 

Loan accounts - 17,500 

Other taxes & social security costs 1,683 - 

Other creditors 50,073 - 

Accruals 39,208 - 

226,655 93,860 

During 2002, the company obtained a working capital loan facility from the Bank of Scotland under the Small Firms Loan Guarantee Scheme. 

The total agreed facility is for £250,000 of which £50,000 was drawn down on 11 December 2002. The Secretary of State has agreed to 

guarantee the Company's obligations in respect of 85% of this facility on the terms agreed between the bank and the Secretary of State. 

10 Creditors: amounts falling due after more than one year 

As at 

As at 

31 Dec 2002 31 Dec 2001 

£ £ 

Hire purchase agreements 5,308 - 

Other creditors - 62,508 

5,308 62,508 

Obligations under leases and hire purchase agreements 

Amounts payable within one year 2,132 784 

Amounts payable within two to five years 5,308 - 

7,440 784 

11 Called up share capital 

As at 

As at 

31 Dec 2002 31 Dec 2001 

£ £ 

Authorised: 

1,000,000 ordinary shares of 10p each 100,000 100,000 


25

Allotted and called up: Number £ 

On incorporation 1 1 

As at 31 December 2001 1 1 

Issued for cash 177,968 17,797 

177,969 17,798 

12 Share premium account 

£ 

On incorporation - 

As at 31 December 2001 - 

Issued for cash 183,613 

As at 31 December 2002 183,613 

13 Reconciliation of movement in shareholders' funds/(deficit) and reserves 


31 Dec 2002 31 Dec 2001 

£ £ 

Called up share capital 

Opening balance 1 - 

Shares issued in period (one share of 10p) - 1 

Shares issued in period 17,797 - 

Closing balance 17,798 1 

Share premium account 

Opening balance - - 

Shares issued in period 183,613 - 

Closing balance 183,613 - 

Profit and loss account 

Opening balance (33,366) - 

Loss for the period (277,795) (33,366) 

Closing balance (311,161) (33,366) 

Total deficit (109,750) (33,365) 

14 Related party transactions 

During 2001, TDL entered into a licence with Mr M Rice (a director) for the use of certain rights and patents that he had previously obtained. 

In 2003 these rights were assigned to TDL. 

During 2002, Mr D Smith (a director) invoiced TDL £17,798 consultancy fees and expenses of which £494 was owed to him by TDL at 31 

December 2002. 

During 2002, Mr J Nicholson-Smith (a director) invoiced his expenses incurred on TDL business through his company Tesed Limited. The total 

expenses in 2002 were £14,892 of which £5,926 was owed by TDL to Tesed Limited at 31 December 2002. 

During 2002, Mr R Sutton (a shareholder), invoiced through his marketing company Galeforce, £5,766 consultancy fees and £354 business 

expenses. At 31 December 2002, TDL owed Galeforce £4,688. 

15 Incorporation 

TDL was incorporated on 16 October 2000 and is registered in Northern Ireland as company number NI 039440. 

16 Control 

At 31 December 2002 TDL was controlled by its directors. On 2 May 2003 TDL became a wholly owned subsidiary of Trixter plc. 

Yours faithfully 

Hacker Young 


26

PART 

3 - STATUTORY AND GENERAL 

INFORMATION & APPLICATION FORM 

1. The Company and its Share Capital 

(a) The Company was incorporated in England and Wales under the 

Companies Act 1985 as a private limited company under the Act with 

the name Acraman (302) Limited and registered number 4593372 on 

18 November 2002. The Company changed its name to Trixter Limited 

on 7 April 2003. The Company re-registered as a public company 

pursuant to section 43 of the Act, being named thereafter as Trixter plc. 

(b) The liability of the holders of Ordinary Shares is limited to the amount 

paid up or to be paid up on such shares. 

(c) The registered office of the Company is 82 Walcot Street, Bath, BA1 

5BD 

(d) On 2 May 2003 the Company acquired the whole of the issued share 

capital of Trixter Developments Ltd the consideration being satisfied by 

the allotment and issue of 39,583,433 ordinary shares of 1p each 

credited as fully paid. 

(e) The authorised and issued share capital of the Company at the date of 

this Prospectus and following completion of the Offer and the 

Acquisition, assuming Minimum Subscription is as follows: 

Authorised 

Issued fully paid 

Number £ Number £ 

Current Ordinary Shares 1,000,000,000 £0.01 39,583,433 £0.01 

Proposed Ordinary Shares 1,000,000,000 £0.01 47,083,433 £0.01 

Offer price per Ordinary Share 

pursuant to the Offer: 

Market capitalisation at the Offer price 

(assuming Minimum Subscription under the Offer): £5,650,000 

Number of Ordinary Shares Subject to 

the Offer (assuming Minimum Subscription): 7,500,000 

Proportion of enlarged issued share capital 

subject to the Offer (assuming Minimum Subscription): 15.93% 

Gross proceeds receivable by the Company 

pursuant to the Offer (assuming Minimum Subscription): £900,000 

(f) The main objects of the Company as set out in the Memorandum of 

Association are, inter alia, to carry on business as a general commercial 

company. 

(g) The Directors of the Company have unconditional authority to allot, 

grant options over, offer or otherwise deal or dispose of any shares of 

the Company on such terms and conditions as they may determine. The 

Directors are empowered to allot equity securities as if section 89(1) 

of the Act does not apply to such allotment. This authority extends to 

all unissued shares of the Company from time to time and expires on 3 

July 2004 or at the annual general meeting of the Company to be held 

in 2004 whichever is the earlier. 

(h) Save as referred to herein, no share or loan capital of the Company is 

under option or agreed conditionally or otherwise to be put under 

option. 

(i) Save as disclosed herein, no share or loan capital of the Company has 

been issued or is now proposed to be issued, fully or partly paid, either 

for cash or for a consideration other than cash, nor have any 

commissions, discounts, brokerages or other special terms been 

granted by the Company in connection with the issue or sale of any of 

its share or loan capital. 

(j) The Company is the ultimate holding company for the Group and has 

the following wholly owned subsidiary companies, details of which are 

as follows: 

Date of 

Activity 

incorporation 

Trixter Developments Ltd 16 October 2000 General commercial company 

Northern Ireland 

Trixter Europe Limited 8 October 2001 General commercial company 

England 

Trixter North America Inc 11 February 2003 General commercial company 

USA 

2. Accounting Reference Date 

The Company’s accounting reference date is 31 December in each year. 

3. Substantial Shareholders 

The Directors are aware of the following interests in 3 per cent or 

more of its existing ordinary shares: 

Name Amount of Ordinary Shares Percentage 

Paul Rice 2,638,889 6.67% 

Liam Noone 2,653,905 6.70% 

David Phipps 1,447,746 3.66% 

GHW Group plc 7,916,665 20.00% 

12p 

Except as stated above and for the holdings of the Directors which are 

set out in paragraph 4(a) below, the Directors are not aware of any 

persons who, directly or indirectly, jointly or severally, exercise or could 

exercise control over the Company or who directly or indirectly is 

interested in 3 per cent or more of the Company’s existing issued share 

capital. 

4. Directors’ Interests and Promoters 

(a) The interests of the Directors and their immediate families (all of which 

are beneficial) and of connected persons, within the meaning of section 

346 of the Act in the issued share capital of the Company as at the date 

of the Prospectus and immediately following completion of the Offer 

assuming Minimum Subscription under the Offer, such interests being 

those which are required to be notified under the provisions of 

sections 324 to 328 of the Act are as follows: 

(b) 

Existing and following completion of the Offer (assuming Minimum 

Subscription) 

Director No. of % of % of 

Ordinary Issued Issued 

Shares Ordinary Ordinary 

Share Cap. Share Cap. 

(pre Offer) (post Offer) 

Michael Rice 15,041,964 38.00% 31.95% 

James North-Hearn 2,651,972 6.70% 5.63% 

James Nicholson-Smith 2,921,659 7.38% 6.21% 

The above Directors have undertaken not to sell any of their above 

holdings of Ordinary Shares without the consent of the Board. 

The Directors are the holders of the following share options under the 

Company’s Share Inventive Scheme: 

These share options are conditional upon the delivery of the products 

to market set out in this document on time and on budget and the 

successful commercial exploitation therefrom in accordance with the 

terms of the Share Incentive Scheme. Options to subscribe for further 

shares in the Company have been granted to employees, key personnel 

and founding shareholders. The exercise of options is subject to the 

Company achieving certain targets between the date of this Prospectus 

and 31 December 2008. The exercise period for the Share Incentive 

Scheme is ten years from the date of grant, and the exercise price is 

determined by the Directors at the time of grant. 

Michael Rice 36,813,222 

James North-Hearn 6,490,352 

James Nicholson-Smith 7,150,372 

Others 27,046,054 

The Share Incentive Scheme has been developed by the Company to 

incentivise senior management, the Directors and the founding team to 

significantly increase the value of the Company for shareholders as a 

whole. 

The following Directors hold directorships or have held directorships 

in the five years preceding the date of this Prospectus in the companies 

incorporated in the United Kingdom as set out below: 


Michael Rice 

James Nicholson-Smith 

Trixter Developments Limited 

Firesoft Technologies Limited 

Gremlin plc 

Infogrames UK Limited 


Hydrex Equipment UK Limited 

Matbro Limited 

Matbro (NI)Limited 


Tesed Limited 

Fusion Media Services Limited 

Benford Limited 

Matbro Limited 

Matbro (NI)Limited 

(c) Save as stated above, none of the Directors have any unspent 

convictions, have been disqualified to act as a director, have been made 

bankrupt or made an individual voluntary arrangement, have been a 

director of any company which went into receivership, compulsory 

liquidation, creditors voluntary liquidation, administration or company 

voluntary arrangement where the director was a director of such a 

company at the time or within 12 months preceding such event, or have 

been the subject of public criticism by a statutory or regulatory body. 


27

5. Directors’ Service Contracts 

(a) The Company has entered into a service contract dated 1 April 2003 

with Michael Rice under which he was appointed Chief Executive Officer 

with a salary of £60,000. The appointment may be terminated by the 

Director by not less than 6 months’ notice and by the Company by not 

less than 12 months’ notice. The contract imposes certain restrictions on 

specialist activities for a period of 12 months’ after termination. 

The Company has entered into a service contract dated 1 April 2003 

with James North-Hearn under which he was appointed Chairman with 

a salary of £60,000. The appointment may be terminated by the Director 

by not less than 6 months’ notice and by the Company by not less than 

12 months notice. The contract imposes certain restrictions on specialist 

activities for a period of 12 months’ after termination. 

The Company has entered into a service contract dated 1 April 2003 with 

James Nicholson-Smith under which he was appointed a Chief Financial 

Officer with a salary of £60,000. The appointment may be terminated by 

the Director by not less than 6 months’ notice and by the Company by not 

less than 12 months’ notice. The contract imposes certain restrictions on 

specialist activities for a period of 12 months’ after termination. 

(b) The aggregate remuneration of the Directors including benefits in kind 

under the arrangements in force at the date of this Prospectus is 

expected to amount to £143,819 for the current financial year. 

6. Articles of Association 

The Articles of Association of the Company contain, inter alia, the 

following provisions: 

6.1 Share Capital 

The capital of the Company at the date of adoption of these Articles is 

£10,000,000 divided into 1,000,000,000 Ordinary Shares of 1p each. 

6.2 Transfer of Shares 

The instrument of transfer of a share may be in any usual form or in any 

other form which the Directors may approve and shall be executed by 

or on behalf of the transferor and unless the share is fully paid by or on 

behalf of the transferee. 

6.3 Rights attaching to the Ordinary Shares 

6.3.1 Subject to any rights or restrictions attached to any shares, every 

member present in person or by proxy shall have one vote and on a 

poll every member shall have one vote for every Ordinary Share of 

which he is the holder. 

6.3.2 Subject to any special rights attaching to shares issued by the 

Company, all dividends shall be declared and paid according to the 

amounts paid up on the shares in respect of which the dividend is 

paid, and are payable on the dates (if any) specified in the relevant 

resolutions of the members or the Board. 

6.3.3 If the Company is wound up the Liquidator may with the sanction and 

extraordinary resolution of the Company divide among the members 

the whole or any part of the assets of the Company and may for that 

purpose value any assets and determine how the division shall be 

carried out as between the members. 

6.3.4 Any shares in the capital of the Company may be issued on the terms 

that they are, or, at the option of the Company, are liable to be 

reclaimed. 

7. Variation of Class Rights 

Whenever the capital of the Company is divided into different classes 

of shares, the rights attached to any class may be varied or abrogated 

(a) in such manner (if any) as may be provided by such rights or (b) in 

the absence of such provision either with the consent in writing of the 

holders of three quarters in nominal value of all the issued shares of 

that class or with the sanction of an extraordinary resolution passed at 

a separate meeting of the holders of the shares of that class, but not 

otherwise. 

8. Material Contracts 

The Group is a party to the following contracts, otherwise than in the 

ordinary course of its business, which are or may be material:- 

8.1 An assignment of intellectual property rights dated 1 January 2003 

between Michael Rice (1) and Trixter Developments Limited (2) 

pursuant to which Michael Rice assigns to the Company absolutely all 

his rights, title and interest in Patent Numbers INT.PAT.APP WO 

03/018391 (Handlebar assembly) and INT.PAT.APP WO 01/70340 

(Improvements relating to Games Controllers). The assignment 

includes all rights to sue in respect of infringement of rights and to 

prosecute applications for patents and similar protections throughout 

the world. 

8.2 A trade mark licence between (1) Union Cycliste Internationale 

("UCI") and (2) Trixter Developments Limited dated 10 February 2003 

under which TDL is granted an exclusive licence to use UCI's 

trademarks solely on or in relation to cycle based fitness equipment or 

cycle training equipment and the interactive software products used in 

conjunction with this equipment. The term of the licence is for an initial 

period of 5 years. UCI has the right to terminate the licence at any time 

after the second anniversary of the commencement date by giving six 

months written notice. If the licence is not terminated at the end of the 

initial period, it will automatically extend by further successive periods 

of three years. TDL is obliged to keep detailed and accurate records of 

all sales of the products under the terms of the licence in order for UCI 

to be able to check the royalties due to it. 

8.3 The Directors believe that each of the applications for patents 

previously mentioned in this document are key to the commercial 

success of the Group. The Group retains Barker Bretell as its patent 

agents and advisers in respect of intellectual property rights. The 

Directors recognise the need to protect, so far as the law of any 

jurisdiction allows, the Group's rights in its products and elements of 

those; advice is sought accordingly. 

9. Borrowing Powers 

The Directors may exercise all the powers of the Company to borrow 

money and to mortgage or charge its undertaking or property and or 

capital and to enter into debentures and other securities. The Directors 

shall restrict the borrowings of the Company so that the aggregate 

amount owing by the Group in respect of monies borrowed by the 

Company or any of its subsidiaries from any other such companies shall 

not at any time without the previous sanction of the Company in 

general meeting exceed the aggregate of the nominal and issued paid up 

capital of the Company. 

10. Other information 

(a) The financial information in this document does not comprise statutory 

accounts for the purposes of Section 240 of the Act. 

(b) The value of Intellectual Property owned by the Company is 

significantly affected by the results of the Patent Pending applications. 

Whilst the Company has been advised that based on the search reports 

received, the two patent applications will result in the successful claims 

of at least six independent inventions, there can be no guarantees that 

(c) 

these will be granted. 

So far as the Directors are aware, there are no legal or arbitration 

proceedings, active, pending or threatened against, or being brought by, 

the Group which are having, or may have, a significant effect on the 

financial position of the Company. 

(d) The Company expects to raise at least the Minimum Subscription of 

£900,000 by the Offer and the expected net proceeds after deduction 

of the estimated expenses (which are payable by the Company) of the 

Offer of £197,000 are £703,000. 

The Directors anticipate that the proceeds of the Offer will provide the 

finance required to progress the Company’s research and development 

and marketing activities in order to more fully exploit the technology 

developed by the Group. During the course of the current financial 

year the Company will focus on the above activities and the 

development of further commercial relationships. 

(e) The minimum amount which, in the opinion of the Directors, must be 

raised by the Offer to provide the sums required in respect of the 

matters specified in paragraph 21 of Schedule 1 of the Regulations is 

£900,000 as set out below: 

(1) the purchase price of any property 

purchased, or to be purchased 

£NIL 

(2) expenses of the Offer and commission £197,000 

(3) repayment of money borrowed in 

respect of (1) and (2) above 

£NIL 

(4) working capital £703,000 

No amounts are to be provided in respect of the matters mentioned in 

(1) to (4) above otherwise than out of the proceeds of the issue. 

(f) Commission of up to 10% will be payable to Qualified Intermediaries 

with the prior agreement of the company. 

(g) GHW Stockbrokers will receive 10% commission on all investments, 

less any commission paid to other Qualified Intermediaries. GHW 

Registrars Ltd, GHW Project Management Ltd and GHW Publications 

Ltd are associated with GHW Stockbrokers and each will receive fees 

for services rendered in association with the Offer. 

(h) The Offer is underwritten to £750,000 by P R Shakeshaft and R J 

Holgate (“the Underwriters”) pursuant to a conditional Underwriting 

Agreement dated 8 May 2003 which provides that the Underwriters 

will subscribe for such number of New Ordinary Shares as, taken with 

the New Ordinary Shares otherwise subscribed for under the Offer or 

otherwise by the close of business on 17th June 2003. The 

Underwriters will be paid a fee of £37,500 (plus VAT). 

(j) In addition Trixter plc has a firm commitment for an investment of 

£150,000 from Mr P Nicholson Smith. 

Document Issued on: 14th May 2003 


28

D EFINITIONS 

The following definitions apply throughout this document unless the context otherwise requires. 

Act 

Application Form 

Cardiovascular 

Cardiovascular Fitness 

CGI Industries 

Company or Trixter 

Company 

Cross Training 

Directors or the Board 

Elliptical Trainer 

Encryption Dongles 

Exercise Bike 

Fixed-wheel 

Free-wheel 

FSA 

GHW Registrars 

GHW Stockbrokers 

Group 

IHRSA 

Indoor Cycling or Group Indoor Cycling 

London Stock Exchange 

the Companies Act 1985 as amended 

the application form set out at the end of this Prospectus 

refers to the heart and the blood vessels 

is the ability of the heart and lungs to supply oxygen to the organs and the ability 

of the organs to use the oxygen 

companies whose principal activities are the production of Computer Generated 

Images for the Entertainment Industry 


Minimum Subscription £900,000 

New Ordinary Shares 

OEM 

Trixter plc and any of its group companies 

in the Indoor Fitness context, refers to any exercise that provides fitness 

conditioning to both the upper and lower body simultaneously 

the Directors of the Company from time to time 

a piece of exercise equipment that provides a low impact exercise whereby the 

users move their legs in an elliptical motion somewhere between running and 

cross country skiing against resistance. Most Elliptical Trainers provide arms, 

similar to ski poles, which the user may use to provide upper body conditioning. 

These arms gave the Elliptical Trainer a "Cross Training" badge in the market 

electronic and/or software devices used as a security key to prevent hardware 

and/or software piracy 

a piece of indoor fitness equipment which comprise of handlebars, a seat and a 

pedal mechanism which incorporates a resistance device 

a pedal arrangement where the crank and the driven wheel are continuously 

engaged together. Therefore the rider must continue pedalling at all times because 

of the inertia of the driven wheel. The only bicycles that generally use such drive 

are Track Racing bicycles. An indoor bike that is fitted with this arrangement should 

have an emergency brake for safety and must be used under the supervision of a 

certified instructor 

a ratchet drive mechanism between the crank and the driven wheel whereby 

when the rider stops pedalling the inertia of the driven wheel is not transferred 

back through the pedals forcing the rider to continue pedalling. This enables what 

is commonly known as free wheeling or coasting. This is the normal arrangement 

for outdoor bikes 

Financial Services Authority 


is a trading name of Grahame H Wills & Company Limited 

the Company and its Subsidiaries; 

the International Health and Racquet Sport Association 

a cycling class activity performed on a special type of Exercise Bike (frequently 

incorporating a fixed-wheel drive) in a group environment in a gym that is lead by 

a certified instructor. The class is designed to replicate outdoor road cycling and is 

accompanied by music 

London Stock Exchange plc 

Up to 7,500,000 New Ordinary Shares proposed to be issued pursuant to the 

Offer 

Original Equipment Manufacturer. These companies both manufacturer and 

distribute equipment into a specified market 

The Trixter Line 0845 345 2003 

29

the Offer 

Ordinary Shares 

Plug 'n Play Fitness Software 

Prospectus 

Qualified Intermediary 

the Offer of 7,500,000 New Ordinary Shares pursuant to this Prospectus in order 

to raise £900,000 

ordinary shares of 1p each in the share capital of the Company 

the element within the XTRieM software that controls the progression of the 

user's exercise program, on an individually configured basis, through a combination 

of different intensities and durations 

this document 

a person or firm authorised under the Financial Services and Markets Act 2000 to 

give advice on the acquisition of shares 

Regulations the Public Offers of Securities Regulations 1995 

Rollers 

Spinning® 

Subsidiary 

TDL 

Treadmill 

Trixter 

Turbo-trainers 

UCI 

UK Listing Authority 

Virtual Personal Trainer ("VPT") 

X-Bars 

X-Bike 

X-Bike Interactive 

XTRieM 

devices on which a user can mount their outdoor bicycle to enable it to be used 

indoors as a stationary exercise bike. The device generally comprises four rollers, 

two under each wheel, which enables the user to pedal normally whilst remaining 

stationary 

refers to the first Indoor Cycling program introduced to the Commercial fitness 

market by Johnny G and Mad Dogg Athletics, Inc 

a wholly owned subsidiary of the Company 

Trixter Developments Limited, a wholly owned subsidiary of Trixter plc 

a piece of indoor fitness equipment which provides a rolling road on which the 

user can walk or run 

Trixter plc and any of its group companies 

devices on which a user can mount their outdoor bicycle to enable it to be used 

indoors as a stationary exercise bike. The device affixes to the bicycle and lifts the 

rear wheel of the bicycle off the ground and applies a resistance thereto, which is 

generally adjustable 

Union Cycliste Internationale, which is the worldwide federation governing all 

cycling sport 

The Financial Services Authority acting in its capacity as the competent authority 

for the purposes of Part VI of the Financial Services and Markets Act 2000 

an image, voice or pop up text window in the XTRieM software, which advises 

the user on their fitness or technique as a reaction to their actual performance. 

The VPT will generally take the form of a well known elite cyclist 

the handlebar mechanism for an Exercise Bike that utilises Trixter Developments 

Limited technology (patent pending) which enable the handlebars of the Exercise 

Bike to move in a side to side arcing motion against adjustable resistance, while the 

remainder of the Exercise Bike remains upright. This movement is intended to 

replicate the movement of the handlebars on an outdoor bicycle when riding out 

of the saddle up a hill or in a sprint. Further, this mechanism transforms an Exercise 

Bike into a Cross Training piece of fitness equipment 

a Exercise Bike manufactured by a third party that incorporates the X-Bars. The 

Stationary Cycle is geometrically configured in a similar way to an outdoor 

mountain bike and runs on "free wheel" pedal assembly 

is a version of the X-Bike with sensor and microprocessor based means 

incorporated to electronically detect the user's actual performance and operation 

of an X-Bike, to compare this actual level of performance and operation to a 

targeted level of performance and operation and to output signals based on this 

comparison to motivate and guide the user 

a Cross (X) Training (TR) interactive (i) exercise (e) Mountainbike-Simulator (M). 

The XTRieM comprises an exercise bike, with seat and handlebar mechanisms 

incorporating TDL technologies (patents pending) and appropriate sensors which 

communicate with personal computers or video game consoles and interact with 

the XTRieM software running thereon. The hardware and software combination 

enables a full simulation of outdoor bicycle riding indoors on virtual environments. 

The Trixter Line 0845 345 2003 

30

A PPLICATION 

FORM 

Trixter plc ("the Company") Offer of up to 7,500,000 New Ordinary Shares 

of Ip each at 12p per share, payable in full on application 

T RIXTER PLC 

(Incorporated in England and Wales under the Companies Act 1985 with registered number 4593372) 

A PPLICATION FORM 

This form must be completed and returned to GHW Registrars Limited, FREEPOST RCC2971, Horsham, West Sussex RH12 1BR not later than 5.30 pm on 17th 

June 2003 (unless this deadline is extended by the Directors). If you post your Application Form you are recommended to use first class post and to allow at least 

two business days for delivery. Applications must be for a minimum of 10,000 New Ordinary Shares (£I,200). 

To: The Directors, Trixter plc 

Members of the Board 

I/We hereby irrevocably offer to subscribe for ____________________New Ordinary Shares of Ip each in the capital of the Company at 12p per share (or any 

smaller number of New Ordinary Shares for which this application is accepted), on the terms of the Company's Prospectus dated 16th May 2003 ("the 

Prospectus") and subject to the terms and conditions of application set out therein and the memorandum and articles of association of the Company. 

I/We enclose my/our cheque for £________________being the amount payable in full for the number of New Ordinary Shares stated above, made payable to 

"GHW Registrars Limited a/c Trixter plc" and crossed "a/c payee". I/We agree to accept a lower number of shares should the Offer be oversubscribed and 

the Directors exercise their discretion to scale down applications. I/We understand that neither GHW Registrars nor the Company accept any liability if the 

application is not received by the close of the Offer and that proof of posting will not be considered as proof of receipt. I/We declare that l/we am/are resident 

in the United Kingdom and have a UK bank account. 

I/We request that you forward to the first-named person below by post at his/her risk a definitive certificate in respect of the New Ordinary Shares allocated to 

me/us and/or a cheque for any monies returnable to the address first given below. I/We request and authorise you to register any New Ordinary Share for which 

this application is accepted in the names set out below. 

Please complete using BLOCK CAPITALS 

Name of joint applicant if necessary 

Title .................................... Surname ...................................................................... Title ............................ Surname ............................................................................ 

Forenames (in full) .................................................................................................... Forenames (in full) .................................................................................................... 

Address (in full) .......................................................................................................... Address (in full ............................................................................................................ 

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

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

............................................................ Postcode ........................................................ .................................................................... Postcode ................................................ 

Home Tel ...................................................................................................................... Home Tel ...................................................................................................................... 

Daytime Tel .................................................................................................................. Daytime Tel .................................................................................................................. 

Signature .................................................................................................................. Signature .................................................................................................................. 

Date ............................................................................................................................ Date ............................................................................................................................ 

PAYMENT - Please choose your preferred method of payment: 

ELECTRONIC BANK TRANSFER ( BACS ETC) 

I have sent £ ............................................ electronically to: 

Bank: Barclays Branch: Crawley Sort Code: 20-24-00 Account No: 20293237 Account Name: GHW Registrars/A/C Trixter plc 

from the following bank account: 

Bank: ........................................................................ Branch: ...................................................... Sort Code: ........................................ Account No: ................................................ 

Account Name: .............................................................................................................................. and your name as reference: ................................................................................... 

S WITCH/ DEBIT CARD PAYMENTS 

Card Number 

Start date Expiry date Issue No 

On receipt of your electronic bank transfer or Switch/Debit card payment shares will be reserved in your name for three working days. For your application to 

be processed we need to receive a signed copy of the application form (fax not suitable). If your application is not received by the close of the Offer your payment 

will be refunded to your bank account quoted above. 

FOR OFFICE 

USE ONLY 

Qualified Intermediary’s Stamp 

and FSA Register Number 


31

AT A GLANCE - GUIDANCE FOR 

APPLICATIONS 

S END TO: 


FREEPOST RCC2971 

Horsham 

West Sussex RH12 1BR 

C LOSING DATE: 

The subscription list will close at 5.30 pm on 17th June 

2003 unless extended by the Directors. 

PAYMENTS: 

Don’t forget you can pay by 

• Cheque payable to GHW Registrars Limited a/c 


• Electronic Bank Transfer (BACS etc) 

• Switch/Debit Card 

R EMEMBER: 

• Cheques or drafts must be made payable to “GHW 

Registrars A/C Trixter plc” and crossed “A/C Payee 

Only”. Cheques will be presented upon receipt. 

• The Company reserves the right to retain share 

certificates and any surplus monies pending 

clearance of applicants' cheques. Due completion 

and delivery of the Application Form accompanied 

by a cheque will constitute an undertaking that the 

cheque will be paid on first presentation. 

Applications will be irrevocable. 

• If you choose to pay by Switch/Debit card or 

electronic bank transfer, shares will be reserved in 

your name for three working days. For your 

application to be processed we need to receive a 

signed copy of the application form (fax not 

suitable). If your application is not received by the 

close of the Offer your payment will be refunded to 

your bank account. 

• GHW Registrars is entitled in its absolute discretion 

to determine whether the verification of identity 

requirements apply to any applicant and whether 

such requirements have been satisfied and neither 

GHW Registrars nor the Company will be liable to 

any person for any loss suffered or insured as a 

result of the exercise of such discretion or as a 

result of the refund of any money in respect of the 

relevant shares. 

• Applications may be made by nominees on behalf of 

individuals. Definitive share certificates will be 

despatched at the risk of the person entitled to 

them by post to the person in whose name the 

shares are to be issued. 

Produced by GHWPublications Ltd. Horsham 


32

T RIXTER HAS IMPRESSED THE CYCLING AND FITNESS 

INDUSTRY PLAYERS: 

The Fitness & Health Club Owners 

"We have always been interested in 

innovative projects. Trixter’s approach to 

fitness training is refreshing. Getting people 

to start on the road to an active life is 

difficult – getting them to stay on it is even 

harder. Trixter’s target of making Fitness 

training fun and immersive will be a major 

step forward for the Health Club market and its desire to attract 

and retain more members. Our chain of 

Next Generation Clubs is targeted at 

families and especially encouraging 

children to engage in a healthy lifestyle 

from a young age. When we saw Trixter’s 

prototype products we said that if they were 

available to buy now we would be buying 

them for our clubs." 

David Lloyd and Scott Lloyd, Chairman and Managing Director, 

Next Generation Clubs 

Cycling and Fitness Industry 

Manufacturers 

"Trixter's line of innovative and 

interactive indoor cycling products 

integrates perfectly into Giant 

Bicycles marketing objectives. 

Starting with X-Bike, then continuing with X-Bike Interactive, 

and X-Bike XTRieM TM , Trixter is delivering what the indoor 

fitness and outdoor cycling industries have lusted for - 

SOMETHING NEW TO SHAKE THINGS UP. Trixter’s unique 

fun-with-fitness designs could be the answer for introducing new 

generations to cycling and fitness. I can't wait to use Trixter's 

creativity to significantly grow Giant's market share in the fitness 

industry and introduce new customers to the joy of cycling." 

Skip Hess, President, Giant Bicycles Inc 

"Tunturi has seen the Trixter 

presentation and the prototype 

bike. We liked it and believe that 

the products will have great appeal 

in the fitness market." 

Reijo Laaksonen, 

Sales and Marketing Director Tunturi HQ 

World Champions including: (see more inside) 

"I take my training and fitness very 

seriously and I am blown away by the highquality, 

total body workout that X-Biking 

gives me. It’s just awesome to be involved in 

a project which is set to bring the demands 

of mountain biking to a new audience. 

My family and I were so impressed with Trixter's products that we 

have already made a large investment in the company." 

Scott Beaumont, 2003 (2x BMX World Champion 

and 2x BMX UK Champion) 

International Distribution 

"Rocfit were appointed distributor for 

Spain 7 days before the Madrid Fitness 

Show (11th - 13th April 2003). We 

displayed 4 bikes at the show. The Trixter 

team demonstrated the exercise 

programme and the unique selling points without rest for 10 

hours per day – unbelievable endurance. We had 500 Spanish 

brochures. We ran out before lunchtime on the 3rd day - the 

commercial fitness clubs really really liked the bikes. We took 

orders. The X-Bike is different to all other indoor cycling – it feels 

like real cycling – everyone said so at the show. In addition to the 

really good "all body" exercise, the mountain bike description 

and range of mountain bike actions, makes the exercise 

programme interesting and immersive. We are so pleased to be 

involved with Trixter - we will be a big success." 

World Governing Authority 

Héctor Besga, Sales Director, RocFit, Spain 

"If we had still been selling our range of 

Spinning®, we would have been very 

worried about this product’s arrival in 

the market place. It’s really exciting and 

we are delighted to be a part of it." 

Andy Loughray, Sales Director, 

Polaris Fitness Limited 

"The Union Cycliste Internationale (UCI) 

confirms that Trixter Developments Limited 

has an exclusive worldwide trademark license 

with the UCI to endorse their unique fitness 

products. Such fitness equipment will carry the official UCI logo 

and our endorsement as being our Official Supplier in this 

product category. 

The UCI is highly supportive of Trixter's vision and fully 

recognizes the potential of Indoor Mountain Biking as means of 

encouraging more participation in the sport of cycling and 

potentially as a sport in its own right." 

Dieter Schellenberg, Director General, 

Union Cycliste Internationale 

Trixter PLC 


Bath BA1 5BD 

United Kingdom 

Tel: +44 (0) 1225 470368 

Fax: +44 (0) 1225 780349 

Email: Europeansales@trixter.net 

www.trixter.net

"Trixter is delivering what the indoor fitness and outdoor cycling ...

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