1st Aug 2007 07:07
Travelzest plc01 August 2007 Date: 1 August 2007On behalf of: Travelzest plc ("Travelzest" or the "Company") Travelzest plc Placing raises £1.5 million Travelzest plc, the British on-line travel group offering specialist travelprogrammes, announces that it has raised approximately £1.5 million beforeexpenses through the issue of 1,060,000 new ordinary shares of 2 pence each("New Ordinary Shares") to institutional and other investors at a price of 145pence ("the "Placing Price") per New Ordinary Share (the "Placing"). ThePlacing has not been underwritten and is conditional on the admission of the NewOrdinary Shares to trading on AIM ("Admission"). The New Ordinary Shares will represent approximately 6.1 per cent. of theenlarged issued ordinary share capital of the Company. The Placing Pricerepresents a discount of 10.2 per cent. to the closing mid-market price of 161.5pence as at 31 July 2007. The New Ordinary Shares will rank parri passu withexisting ordinary shares of 2 pence each. The number of ordinary shares in issue immediately following Admission will be17,489,274 ordinary shares. In addition, as part of the acquisition ofitravel2000.com, the Canadian on-line travel agent specialising in the sale oftravel and travel related products, has 8,065,327 shares in issue which may beexchanged for the issue of 8,065,327 ordinary shares in the Company at anytime. Application has been made to the AIM Market of the London Stock Exchange for theNew Ordinary Shares to be admitted to trading. It is expected that Admission ofthe New Ordinary Shares will become effective and that dealings will commence at 8.00am on 6 August 2007. The Company intends to use the proceeds of the Placing to continue its strategyof the acquisition of niche travel operators as the opportunities arise. Travelzest plc is building a portfolio of companies offering travel and holiday experiences which use the internet as a key distribution channel. Commenting on the Placing, Chris Mottershead, Chief Executive of Travelzestsaid: "We are delighted to have completed this fundraising, which continues todemonstrate the strong support of our shareholders and will give Travelzestgreater flexibility when looking at future corporate opportunities. "Travelzest's strategy of targeting niche travel operators and developing theproposition through both operational and distribution enhancements is evidencedby the results we have achieved with the current portfolio and we look forward to the future with confidence." Enquiries: Christopher Mottershead / Colin McKinlayTravelzest plc 01442 874322 James Wheatcroft / Martin Smith 0207 597 5970Investec Investment Banking Emma Kane / Samantha RobbinsRedleaf Communications 020 7822 0200 Placing Travelzest plc, the British on-line travel group offering specialist travelprogrammes, announces that it has raised approximately £1.5 million beforeexpenses through the issue of 1,060,000 new ordinary shares of 2 pence each("New Ordinary Shares") to institutional and other investors at a price of 145pence ("the "Placing Price") per New Ordinary Share (the "Placing"). ThePlacing has not been underwritten and is conditional on the admission of the NewOrdinary Shares to trading on AIM ("Admission"). The New Ordinary Shares will represent approximately 6.1 per cent. of theenlarged issued ordinary share capital of the Company. The Placing Pricerepresents a discount of 10.2 per cent. to the closing mid-market price of 161.5pence as at 31 July 2007. The New Ordinary Shares will rank parri passu withexisting ordinary shares of 2 pence each. In consideration of Investec's services performed pursuant to the Placing (andsubject to Admission) the Company has agreed to pay to Investec a commission of5 per cent of the value of the New Ordinary Shares at the Placing Price (together with any VAT payable thereon). This commission may, on election byInvestec or the Company, be satisfied by the allotment to Investec, credited asfully paid at the Placing Price of 53,000 Ordinary Shares ("Commission Shares") being the number of ordinary shares that could be subscribed for at the PlacingPrice with the amount of commission. The Company has existing shareholder authorities in place to allow the issue ofthe New Ordinary Shares for cash on a non-pre-emptive basis and the Placingtherefore does not require approval at an extraordinary general meeting. The Placing is only being made to persons falling within article 19 and article49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005 (the "FPO") who are also qualified investors for the purposes of section86 of Financial Services and Markets Act 2000 and no other person mayparticipate in the Placing or rely on any communication relating to it. The number of ordinary shares in issue immediately following Admission will be17,489,274 ordinary shares (assuming the commission referred to above issatisfied by the allotment of Commisson Shares). In addition, as part of the acquisition of itravel2000.com, the Canadian on-line travel agent specialisingin the sale of travel and travel related products, 0763756 B C Limited, asubsidiary of the Company, has 8,065,327 shares in issue which may be exchangedfor the issue of 8,065,327 ordinary shares in the Company. Waiver of right to additional Warrants in consequence of the Placing Chris Mottershead has 2,505,545 warrants to subscribe for ordinary shares in theCompany. By a deed of confirmation dated 1 April 2005 in relation to thesewarrants he has the right to additional warrants to subscribe for ordinary shares whenever the Group completes the acquisition of a business, undertakingor shares in another company involving an issue of shares in the Company andwhenever the Company completes a rights issue or other equity capital raising orissue. The additional warrants will be to subscribe for additional ordinaryshares which would maintain his holding of warrants and shares issued onexercise of warrants at 10 per cent of the issued share capital following therelevant issue of shares. Chris Mottershead has, on this occasion, waived theright to additional warrants in respect of the New Ordinary Shares andCommission Shares. The board of directors of the Company is presentlyconsidering the introduction of a replacement arrangement. Admission, Settlement and Dealings Application has been made to the AIM Market of the London Stock Exchange for theNew Ordinary Shares and the Commission Shares to be admitted to trading. It isexpected that Admission of the New Ordinary Shares and the Commission Shares will become effective and that dealings will commence at 8.00am on 6 August2007. It is expected that the New Ordinary Shares and the Commission Shareswill be issued in uncertificated form and that CREST accounts will be creditedon 6 August 2007. Investec Investment Banking, a division of Investec, which is authorised andregulated by the Financial Services Authority and is a member of the LondonStock Exchange, is acting exclusively for Travelzest in connection with the Placing and is not acting for any other person and will not be responsible toany person other than Travelzest for providing the protections afforded to itscustomers or for providing advice on the transactions or arrangements referredto in this announcement. Background information on Travelzest Travelzest is a British on-line travel group with high quality brands offeringspecialist holiday programmes and services. Chris Mottershead, 48, the Group Chief Executive who founded Travelzest in April2005, has extensive experience in the travel industry and in working for bothlarge and small organisations. He was managing director of TUI UK between 2001and 2004 with responsibility for Thomson Holidays, Lunn Poly, Travelhouse andother travel businesses based in the UK. During that time, he steered thecompany through one of the most difficult periods for travel and still achievedrecord profits. Prior to this, he was President and CEO, North American LeisureGroup, Airtours plc, which he joined in 1999. His roles previously withinAirtours plc included managing director and finance director of AirtoursHolidays Limited. He joined Airtours from Aspro Travel & Inter European Airwayswhere he was Group Finance Director. The Group currently comprises: itravel2000.com itravel2000.com was founded in 1994 and is an online travel agent specialisingin the sale of travel and travel related products. Sales are made throughvarious internet web sites and a customer call centre located in Mississauga,Ontario. The greater proportion of itravel2000.com's business is winter-based,thus providing counter-seasonal revenue to the predominantly summer-basedrevenues of Travelzest's businesses in Europe. Holiday Express Holiday Express is one of the UK's leading on-line travel businesses. Itspecialises in both on-line travel fulfilment services and online travel sales.Holiday Express' retail business (acting as travel agent), provides packageholidays, charter flights and ski booking services, accounts for the vastmajority of its revenue and the remainder of its revenue is generated throughacting as a tour operator. Holiday Express owns a number of travel websitedomain names, including: - www.holiday.co.uk - www.flight.co.uk Fair's Fare Fair's Fare was established in 1995 and is the UK's leading firm of airfareanalysts, offering a unique travel planning service to both private and businessclients. The company seeks out the very best financial options, on all majorairlines, but primarily for long-haul travellers in the first and business classcabins of the world's leading airlines. VFB Holidays VFB Holidays is a long established, award winning tour operator, which providedholidays for approximately 24,000 passengers in its last financial year. VFB iscurrently contracted with the owners of approximately 350 holiday cottagesthroughout France for the summer season, and has booking arrangements with over150 hotels, most of which are privately owned and are located in rural orsemi-rural locations. VFB specialises in cottage holidays in France, but alsohas a number of other holiday programmes including: France a la Carte (hotelaccommodation), Corsica, Short Breaks, Escorted Tours and River Cruises. Best of Morocco Best of Morocco is a tour operator specialising in high quality, tailor-madeholidays to Morocco for individuals or small groups. It provides a personalisedservice and its highly experienced and knowledgeable staff help each customerselect the hotels / resorts from their large range which are appropriate for thecustomer's desired style of holiday. Best of Morocco is the premier agent forthe Marathon des Sables, a foot race that takes place in Morocco in April eachyear, covering some 230km. Best of Morocco provides the largest contingent ofrunners for the race each year. Peng Travel Peng Travel was formed in 1971 to arrange naturist holidays for the UK market.Since then, it has grown to become Britain's biggest naturist tour operator. Ithas unrivalled experience of naturist areas worldwide and has selected only thebest. The range of naturist holidays offered is unmatched by any other Britishtour operator. Faraway Holidays Faraway Holidays was launched by Travelzest in August 2006. It offerstailor-made holidays to many of the world's top exotic destinations in the FarEast, Middle East, Indian Ocean, South Pacific and South America. Everydestination offered by Faraway Holidays will have been visited by at least onemember of the sales team, ensuring that customers receive informed andknowledgeable advice when planning their holiday. Tapestry Collection Travelzest acquired the assets of Tapestry Holidays and have launched arevitalised brand consisting of the very best of the Tapestry range. TheTapestry Collection will initially showcase the very best of Turkey and Cretefeaturing many of the most popular hotels, apartments and villas, together withsome exciting new properties. The Wow House Company Wow House Limited, trading as The Wow House Company, is a specialist UKaccommodation provider offering an exclusive portfolio of large, prestigioushouses to rent for short breaks in the UK. The company also offers acomprehensive event planning service. Appendix Terms and conditions of and Important Information relating to the Placing If a Placee chooses to participate in the Placing by making an offer to acquireNew Ordinary Shares in the capital of the Company it will be deemed to have readand understood this Appendix in its entirety and to be making such offer on theterms and conditions, and to be providing the representations, warranties andacknowledgements contained in this Appendix. The Placing and the terms and conditions herein are directed exclusively atinvestment professionals (within the meaning of Article 19(5) of the FinancialService and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)("FPO") and high net worth companies, unincorporated associations etc (withinthe meaning of Article 49 of the FPO) who are also qualified investors for thepurposes of section 86 of the Financial Services and Markets Act 2000 ("FSMA").Such persons are together referred to as "Relevant Persons." No person otherthan Relevant Persons contacted by Investec may participate in the Placing orrely on any communication relating to it. Accordingly, this announcement isexempt from the general restriction set out in Section 21 of FSMA on thecommunication of invitations or inducements to engage in investment activity andhas not been approved by a person who is an authorised person under the FSMA. Members of the public are not entitled to take part in the Placing and thisannouncement is communicated to them for the purposes of information only. Thisannouncement and the terms and conditions herein must not be relied on, acted onor responded to by persons who are not Relevant Persons. This announcement (which shall be deemed to include this Appendix) does notconstitute an offer to sell or issue or solicitation of an offer to buy orsubscribe for new Ordinary Shares in any jurisdiction, including, withoutlimitation, the United Kingdom, the United States, Canada, Australia, Japan andthe Republic of Ireland. This announcement and the information contained hereinare not for publication or distribution, directly or indirectly, to persons inthe United States, Canada, Australia, Japan, the Republic of Ireland or in anyjurisdiction in which such publication or distribution is unlawful. The NewOrdinary Shares referred to in this announcement have not been and will not beregistered under the US Securities Act of 1933 ("the Securities Act") and maynot be offered or sold within the United States absent registration or anexemption from registration. The New Ordinary Shares are to be offered and soldoutside the United States in accordance with Regulation S under the SecuritiesAct. The distribution of this announcement and the placing and/or issue of the NewOrdinary Shares in certain jurisdictions may be restricted by law. Persons towhose attention this announcement has been drawn are required by the Company andInvestec to inform themselves about and to observe any such restrictions. Any acquisition or application for Ordinary Shares by placees should only bemade on the basis of information contained in this announcement. The Placing Investec on behalf of the Company, has conditionally agreed with the Company toseek to procure Placees to subscribe for 1,060,000 New Ordinary Shares at thePlacing Price on the terms set out in this Appendix The Placing will raiseapproximately £1.5 million. Application will be made to the London Stock Exchange for the admission of theNew Ordinary Shares to trading on AIM. It is expected that Admission will occurand that dealings will commence on 6 August 2007 at which time it is alsoexpected that the New Ordinary Shares will be enabled for settlement in CREST. Prospective Placees will be contacted by Investec to invite them to submit a bidin the Placing process. If a bid is successful, the Placee's allocation will beconfirmed to it orally following the close of the Placing process, and aconditional contract note will be dispatched as soon as possible thereafter.Investec's oral confirmation to the Placee after the Placing process has closedwill constitute a legally binding commitment upon the Placee to subscribe forthe number of New Ordinary Shares allocated to it on the terms and conditionsset out in this Appendix. Investec is arranging the Placing as agent of theCompany. Participation will only be available to persons invited to participateby Investec. General These terms and conditions apply to persons making an offer to subscribe for NewOrdinary Shares under the Placing. Each person to whom these conditions apply,as described above, who confirms his agreement to Investec to subscribe for NewOrdinary Shares (which may include Investec and/or its nominee(s)) hereby agreeswith each of Investec and the Company to be bound by these terms and conditionsas being the terms and conditions on which the New Ordinary Shares will beissued under the Placing. A Placee shall, without limitation, become so bound ifInvestec confirms to it (i) the Placing Price and (ii) its allocation,(the "Confirmation") being the amount in respect of which such confirmation is given orsuch lesser amount as Investec shall specify and Investec so notifies theCompany's registrar on behalf of the Company. Conditional on (i) Admission occurring on 6 August 2007 or such later date asthe Company and Investec may agree, and (ii) the Confirmation, each Placeeagrees to subscribe for the number of New Ordinary Shares allocated to it, atthe Placing Price. To the fullest extent permitted by law, each Placeeacknowledges and agrees that it will not be entitled to exercise any remedy ofrescission at any time. This does not affect any other rights a Placee may have.A conditional contract note will be dispatched as soon as possible following theConfirmation. Each Placee undertakes to pay the Placing Price for the New Ordinary Sharesissued to such Placee in such manner as shall be directed by Investec. Liabilityfor stamp duty and stamp duty reserve tax is described below. In the event offailure by any Placee to pay as so directed, (without prejudice to Investec'srights against such Placee) the relevant Placee shall be deemed hereby to haveappointed Investec or any nominee of Investec to sell (in one or moretransactions) any or all of the New Ordinary Shares in respect of which paymentshall not have been made as directed by Investec. This announcement is the sole responsibility of the Company. Investec is actingas nominated adviser and broker to the Company and is not acting as adviser toany other person in relation to the Placing. Investec shall not be responsibleto any person other than the Company for providing the protections afforded tothe customers of Investec nor for advising any person other than the Company onthe transactions and arrangements referred to in this document. No offering document or prospectus has been or will be submitted to be approvedby the Financial Services Authority in relation to the Placing and the Placees'commitments will be made solely on the basis of the information contained inthis announcement. Each Placee, by accepting a participation in the Placing,agrees that the content of this announcement has been prepared by and isexclusively the responsibility of the Company and confirms that it has neitherreceived nor relied on any other information, representation, warranty orstatement made by or on behalf of Investec or the Company and neither Investecnor the Company will be liable for any Placee's decision to accept thisinvitation to participate in the Placing based on any other information,representation, warranty or statement which the Placee may have obtained orreceived. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company indeciding to participate in the Placing. Nothing in this paragraph shall excludethe liability of any person for fraudulent misrepresentation. By participating in the Placing, each Placee irrevocably represents, warrantsand undertakes to Investec (for itself and as agent of the Company) that: (a) it has read this announcement, including this Appendix; (b) it and/or each person on whose behalf it is participating (in whole or inpart) in the Placing or to whom it allocates its New Ordinary Shares in whole orin part: (i) has the capacity and authority and is entitled to enter into and perform itsobligations as a subscriber of New Ordinary Shares and will honour suchobligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained allnecessary governmental or other consents in either case which may be required inrelation to the subscription by it of New Ordinary Shares; (c) it is not a person who is resident in, or a citizen of, the United States,Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee ofsuch a person) or a corporation, partnership or other entity organised under thelaws of any such jurisdiction (or an agent or nominee of such a person); (d) it is a Relevant Person; (e) in agreeing to subscribe for New Ordinary Shares it has received and readthis document including this Appendix and is not relying on any information,representation or warranty relating to the Placing, the New Ordinary Shares orthe Company other than as contained in this document and it has not relied onand is not relying on any representation or warranty or agreement by Investec orthe Company or any of their respective directors, employees or agents or anyother person except as set out in the express terms herein; (f) save where Investec has agreed in writing to the contrary, in participatingin the Placing it is acting as principal and for no other person and that itsacceptance of that participation will not give any other person a contractualright to require the issue by the Company of any of the New Ordinary Shares; (g) it agrees that Investec does not owe it any fiduciary duties in respect ofany claim it may have relating to the Placing; (h) it acknowledges that the New Ordinary Shares have not been and will not beregistered under the Securities Act or under the securities laws of any State ofthe United States, that the relevant clearances have not been and will not beobtained from the Securities Commission of any province of Canada and that theOrdinary Shares have not been and will not be registered under the securitieslaws of Australia, the Republic of Ireland or Japan and, therefore, the NewOrdinary Shares may not, subject to certain exceptions, be directly orindirectly offered or sold in the United States, Canada, Australia, the Republicof Ireland or Japan; (i) it acknowledges and agrees that neither it nor any affiliate, nor any personacting on its or any affiliate's behalf, has or will offer, sell, take up,renounce, transfer or deliver directly or indirectly any New Ordinary Shareswithin the United States, Canada, Australia, the Republic of Ireland or Japan oroffer, sell, take up, renounce, transfer or deliver in favour of a resident ofthe United States, Canada, Australia, the Republic of Ireland or Japan; (j) it has not offered or sold and will not offer or sell any New OrdinaryShares in the United Kingdom except in circumstances which have not resulted andwill not result in an obligation to publish an approved prospectus arising undersection 85(1) of the FSMA or a breach of such section; (k) it has complied with all relevant laws of all territories, or obtained allrequisite governmental or other consents which may be required in connectionwith its participation in the Placing; that it has complied with all requisiteformalities and that it has not taken any action or omitted to take any actionwhich will or may result in Investec, the Company or any of their respectivedirectors, officers, agents, employees or advisors acting in breach of the legaland regulatory requirements of any territory in connection with the Placing orits application; that it is not in a territory in which it is unlawful to makean offer to subscribe for New Ordinary Shares; and that it will pay any issue orother taxes due under any relevant non-UK laws; (l) it acknowledges and agrees in connection with its participation in thePlacing that Investec is not acting for it in relation to the Placing orotherwise and that Investec will not have any duties or responsibilities to itfor providing the protections afforded to Iitscustomers or for advising it withregard to the Placing or the New Ordinary Shares, nor do the contents of thisannouncement constitute the giving of investment advice by Investec to it andnor does it expect Investec to have a duty to it similar or comparable to the"best execution", "suitability" and "risk warnings" rules of The FinancialServices Authority; (m) it has obtained all necessary consents and authorities to enable it to giveits commitment to subscribe for New Ordinary Shares and to perform itsobligations as set out herein; (n) save where Investec has been given prior written notice to the contrary, itis not a person falling within subsections (6), (7) or (8) of sections 67 or 70or subsections (2) and (3) of section 93 or subsection (1) of section 96 of theFinance Act 1986 (or an agent or nominee of such person); (o) save where Investec has been given prior written notice to the contrary, theissue of New Ordinary Shares to it (whether as principal, agent or nominee) willnot be subject to stamp duty or stamp duty reserve tax at the increased ratesreferred to in sections 67 or 93 (Depositary Receipts) or sections 70 or 96(Clearance Services) of the Finance Act 1986; (p) in the case of a person who confirms to Investec on behalf of a Placee anagreement to subscribe for New Ordinary Shares and/or who authorises Investec tonotify the Placee's name to the Company's registrar, that person represents andwarrants that he has authority to do all such acts on behalf of the Placee; (q) to the extent that a Placee is subscribing for New Ordinary Shares on behalfof a third party and prior written agreement of such matter has been given byInvestec as contemplated by paragraph (f) of this appendix: (i) such Placee has carried out applicable procedures to verify the identity ofsuch third party for the purposes of the Money Laundering Regulations 2003 (the"Regulations"); (ii) such Placee has complied fully with its obligations pursuant to theRegulations; and (iii) such Placee will provide Investec on demand with any information it mightrequire for the purposes of verification under the Regulations; (iv) it is aware of, has complied with and will comply with its obligations inconnection with money laundering under the Proceeds of Crime Act 2002 andinsider dealing under the Criminal Justice Act 1993; (r) it acknowledges that the issue of the New Ordinary Shares to it will beissued subject to the terms and conditions set out herein; (s) acknowledges that no offering document or prospectus has been prepared inconnection with the placing of the New Ordinary Shares; (t) acknowledges that the content of this announcement is exclusively theresponsibility of the Company and that neither Investec nor any person acting ontheir behalf is responsible for or shall have any liability for any information,representation or statement relating to the Company contained in thisannouncement or any information previously published by or on behalf of theCompany and will not be liable for any Placee's decision to participate in thePlacing based on any information, representation or statement contained in thisannouncement or otherwise; and (u) represents and warrants that it has not received a prospectus or otheroffering document and has not relied on any information other than informationcontained in this announcement or any information previously published by or onbehalf of the Company and acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company indeciding to participate in the Placing. In the event that a Placee is not able to give the warranties in (n) and (o)above, stamp duty or stamp duty reserve tax may be chargeable or may bechargeable at a higher rate. Neither Investec nor the Company will beresponsible for any resulting liability to stamp duty or stamp duty reserve tax,which shall be for the account of the Placee and in respect of which the Placeeagrees to indemnify, and keep indemnified, Investec and the Company. Each Placee irrevocably appoints any duly authorised officer of Investec as itsagent for the purpose of executing and delivering to the Company and/or itsregistrars any documents on its behalf necessary to enable it to be registeredas the holder of any of the New Ordinary Shares offered to it. Settlement of the transactions in the New Ordinary Shares following Admissionwill take place within the CREST system against Investec's CREST account 331. Investec will endeavour to meet the demands of those Placees indicating thatthey wish to hold their New Ordinary Shares in certificated form. In the case of a joint agreement to subscribe for New Ordinary Shares,references to a Placee in these terms and conditions are to each Placee who is aparty to such agreement and each such Placee's liability is joint and several. These terms and conditions and all documents and agreements into which theseterms and conditions are incorporated by reference or otherwise validly form apart will be governed by and construed in accordance with English law. For theexclusive benefit of Investec and the Company, each Placee irrevocably submitsto the exclusive jurisdiction of the English courts in respect of these matters.This does not prevent an action being taken against the Placee in anotherjurisdiction. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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