Acquisition of Page & Moy Travel Group Limited

All Leisure group PLC announces acquisition of Page & Moy Travel Group Limited

All Leisure group PLC ("All Leisure", the "Company" or the "Group") is pleased to announce that it has reached an agreement with the shareholders of Page & Moy Travel Group Limited ("Page & Moy Travel Group") to acquire, on a debt free basis, 100% of the share capital of Page & Moy Travel Group (the "Acquisition"). The consideration will be a total of £4.2 million, before deduction of Page & Moy Travel Group's transaction costs, payable in cash (the "Acquisition"). The consideration will be funded with a £5.8 million loan (the "Loan") from a consortium of individual investors (the "Consortium").

Summary information on the Acquisition

Page & Moy Travel Group, a leading tour operator offering holidays to a wide range of overseas destinations, has been offering a broad range of holidays, including touring holidays, city breaks, river and ocean cruises, safaris and classic rail journeys to the over-55s for more than 50 years. It currently trades under 3 brands, Travelsphere, Page & Moy and Just You, selling predominantly directly to its passengers from its dedicated call centre in Market Harborough. In the year to 30 November 2011 the group carried c. 88,000 passengers across its three brands.

Background to and reasons for the Acquisition

All Leisure has a consistent strategy which is to achieve growth by exploiting the increasing demand for destination-led cruise holidays and by providing an increasing choice of other niche holiday products into the over-55 English speaking market. The Directors believe that the Group's chosen niche markets have a number of fundamental attractions:

·; Significant barriers to entry. The Directors believe that a growing focus by regulators on safety and consumer protection is raising the barriers to entry for those wishing to enter the Group's markets. This is benefiting established brands with strong balance sheets.

·; High levels of repeat business. The Group enjoys significant repeat passenger business, underlining the benefits of customer loyalty.

In realising this strategy, organic growth opportunities will be complemented by strategic acquisitions, reinforcing existing positions as well as increasing All Leisure's exposure to new and attractive markets.

Rationale for the Acquisition

The Board believes that the acquisition of Page & Moy Travel Group is wholly aligned with this strategy and has excellent commercial rationale, as it both reinforces the Group's existing positions, offering holidays to customers in the same age profile, and increases All Leisure's exposure to new markets. The advantages of this transaction include, but are not limited to:

- Page & Moy Travel Group has a large UK customer database which is compatible with All Leisure's. The enlarged group will have access to a list of nearly 4 million households (mainly 55 and over) and this is expected to lower the cost of customer acquisition

- Opportunities for greater cross selling across brands, particularly to fill All Leisure's expanded cruise programme

- Reducing dependency on the cruise market, and introducing more balanced global destinations such as China and North America

- Providing numerous synergies across the two businesses

- Strong use of scheduled flights will reduce transport costs for fly cruises

- Majority of enlarged business will be direct and with both All Leisure and Page & Moy Travel Group having high level of repeat business.

- Significant trading losses historically which should result in future corporation tax savings.

Financial information on the Acquisition

In the year to 30 November 2011, Page & Moy Travel Group's revenue was £107.6 million an operating loss of £5.6m and, following the one-off impairment in full of the company's goodwill of £35.6 million, a loss before tax of £45.1 million. The financial statements for the year ended 30 November 2011 were signed on completion of the deal and will be filed at Companies House within the statutory time limits.

As at 30 November 2011, Page & Moy Travel Group had fixed assets of £4.4 million, including freehold property valued at £3.6 million, and net current assets of £3.1 million.

Effect on All Leisure

Page & Moy Travel Group has a good new management team and is targeting a return to profitability in its current financial year. All Leisure will be working closely with them to implement an integration plan over the coming months. The Company expects to incur significant costs this year and next year to obtain the synergies that it is seeking as a result of the Acquisition and subsequent integration.

All Leisure will fund the consideration with the Loan, which will be repayable over 5 years. Given this outstanding debt and integration costs, the Directors believe that a dividend is unlikely to be paid by the Company in the foreseeable future as it will be concentrating on maximising profits and shareholder value in the medium to long term.

The directors of the Group anticipate that the Acquisition will be earnings enhancing in the first full financial year following acquisition. This statement regarding earnings enhancement is not a profit forecast and should not be interpreted to mean that All Leisure's earnings per share will necessarily match or exceed the historical earnings of All Leisure or Page & Moy Travel Group.

Principal terms of the Acquisition

The Company will acquire the entire shareholding of Page & Moy Travel Group, for a consideration of £4.2 million, payable immediately on completion and which will be funded by the Loan. The existing bank debt of Page & Moy Travel Group will be capitalised prior to completion, such that Page & Moy Travel Group will be acquired on a debt free basis.

Principal terms of the Loan

The Loan of £5.8 million is being provided by the Consortium, the members of which include, but are not limited to, Roger Allard, Executive Chairman of the Company, and his interests; Nigel Jenkins, Non-Executive Director of the Company; and David Wiles, Director of All Leisure Holidays Ltd, a subsidiary of the Company, and his interests. As such, the Loan constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors of All Leisure excluding Roger Allard and Nigel Jenkins, having consulted with the Company's nominated adviser, Panmure Gordon (UK) Limited, consider that the terms of the Loan are fair and reasonable insofar as the Company's shareholders are concerned.

 The interests of each of the related parties are set out below:

The key terms of the Loan are as follows:

(i) Interest at 7.0% per annum;

(ii) repayment of principal of 10% per annum to be paid annually, on 15th May, for the first four years with the balance to be repaid (comprising the 10% annual payment and 50% remaining) on 15 May 2017; and

(iii) the mv. Alexander von Humboldt will be used as security for the loan, with security being limited to any principal outstanding plus accrued interest.

Current trading and outlook

All Leisure provided a trading announcement following its annual general meeting on 11 April 2012 and the ocean cruise market remains challenging. Page & Moy Travel Group has experienced challenging trading conditions in recent years and this has continued into 2012. It has undergone various restructurings in order to improve its financial performance, including exiting unprofitable tours, and its management is targeting a return to profitability in its current financial year. An updated trading outlook for the enlarged Group will be provided in due course.

The Board believes that the enlarged group will occupy a strong position in its chosen markets and is well placed despite the difficult economic environment.

Roger Allard, Group Executive Chairman said "We are delighted to bring Page & Moy Travel Group, which includes their Travelsphere and Just You brands, into the All Leisure group. This Acquisition is an excellent fit and will ensure that the enlarged All Leisure group is better placed to meet the on-going challenges facing the travel industry which are the toughest ever seen. There will be some brand and overhead rationalisation required to deliver the necessary synergies over the next few years. Furthermore, the enlarged database, with a potential reach of up to 4 million households in the over 55s age group, will benefit all brands across the enlarged Group."

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