14th Nov 2011 16:28
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.
14 November 2011
Travelzest Plc
("Travelzest" or the "Company")
Update on possible offer
On 19 September 2011, Travelzest announced that it had received a preliminary approach in relation to a possible offer for the Company from Red Label Vacations Inc. ("Red Label").
On 17 October 2011, the Company made an announcement in which it was stated that, in accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers ("the Code"), Red Label must, by no later than 5.00 p.m. on 14 November 2011, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. It was further stated that this deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
The board of Travelzest has today requested that the Panel, pursuant to Rule 2.6(c) of the Code, extend the current deadline of 14 November 2011, as referred to above. Although discussions in relation to a possible offer for the Company by Red Label are at a reasonably advanced stage, certain aspects of the possible transaction, including finalising legal and financial due diligence, need to be dealt with before Red Label can announce a firm intention to make an offer. In light of the progress that has been made in relation to the possible offer, the Panel has agreed that Red Label must by no later than 5.00 p.m. on 12 December 2011, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
Although discussions in relation to a possible offer by Red Label are at an advanced stage, shareholders should be aware that there can be no certainty that an offer from Red Label will be forthcoming.
A further announcement will be made in due course.
A copy of this announcement will be made available on www.travelzest.com.
Enquiries:
Travelzest plc | 0844 335 6623 |
Jack Fraser | |
CIBC (Financial Advisor) | +1 416 594 8383 +44 020 7234 6152 |
Boris Novansky/Chris Folan | |
Merchant Securities Limited (Nominated Adviser and Broker) | 020 7628 2200 |
Simon Clements / Graeme Cull | |
Redleaf Polhill | 020 7566 6720 |
Rebecca Sanders-Hewett / Jenny Bahr | |
Notes to Editors:
Travelzest plc (LSE:TVZ.L) is a dynamic travel group, with a collection of online travel retailers and specialized merchant operators, with operations in five countries. Included in the Travelzest agency family are Travelzest Holidays, itravel2000, The Cruise Professionals, holiday.co.uk, flight.co.uk, Fair's Fare, Wow House, and in the Travelzest merchant family are Best of Morocco, VFB Holidays, Peng Travel, Faraway Holidays, The Malaysia Experience, Tapestry Collection, Captivating Cuba, JMB Travel. Travelzest is traded on London's AIM Exchange under the symbol TVZ.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Related Shares:
TVZ.L