Proposed Acquisition of PGL

Transcription

1 Not for release, distribution or publication, in whole or in part, in or into the United States, Canada, Australia or Japan FOR IMMEDIATE RELEASE 18 May 2007 Holidaybreak plc Proposed Acquisition of PGL Holidaybreak, the European specialist holiday group, today announces the proposed acquisition of UK schools trips organiser PGL by its wholly owned subsidiary, PGL Holdings, for an expected 50m for the equity, and will refinance an expected 50m of debt within PGL Highlights: Holidaybreak announces the proposed acquisition of PGL, the market leader in the residential, outdoor education and adventure sector for UK schools, which organises trips for over 250,000 children each year, by its wholly owned subsidiary, PGL Holdings. PGL has a strong brand name and reputation within the sector, enjoys long-term relationships with schools and achieves high levels of customer retention. PGL operates 26 activity centres located across the UK, France and Spain. In the year ended 22 February 2007, PGL s revenues were 50.6 million ( 47.0 million in 2006) and EBIT was 6.3 million ( 5.0 million in 2006). PGL s property portfolio has been valued at approximately 93.0 million. PGL has the opportunity for further growth given the active promotion of the benefits of outdoor learning by the UK government, the ongoing trend of schools to outsource outdoor learning programmes to commercial providers and the reduction in the number of local education authority centres. PGL has a strong fit with Holidaybreak given its market leading position, growth and high operating margins. PGL s seasonal variations in demand are complementary to those of Holidaybreak. Holidaybreak will acquire the equity of PGL for an expected 50 million for cash or loan notes and will refinance an expected 50 million of debt within PGL. The Acquisition will be earnings enhancing for the Group (before any one-off costs and amortisation of intangible assets) for the year ending 30 September 2008, the first full financial year after the Acquisition (see Note 3). PGL to become Holidaybreak s Education Division, the fourth operating division within the Enlarged Group. It is the intention of the Board that PGL s senior management team and current employees should remain with PGL following Completion. After Completion, Martin Davies, currently Chief Executive Officer of PGL, will become the managing director of Holidaybreak s new Education Division and join the Board of the Company. In view of its size, the Acquisition is conditional upon the approval of Shareholders, which will be sought at an Extraordinary General Meeting of the Company. A circular containing details of the Acquisition and convening the Extraordinary General Meeting will be sent to Shareholders shortly. It is also necessary for the Directors to be authorised to exceed the existing borrowing limit contained in the Articles of Association

2 of the Company in order to permit the additional banking facilities. The Resolution to be proposed at the Extraordinary General Meeting includes this authorisation. Commenting on the Acquisition, Carl Michel, Group Chief Executive of Holidaybreak, said: The acquisition of PGL is an excellent opportunity and consistent with our strategy of growth through the acquisition of market leading businesses. PGL will become our fourth strategic operating division, providing us with a profitable, growing business in the attractive outdoor education and adventure sector. I am pleased to welcome PGL into our Group. Martin Davies, Chief Executive of PGL, said: I am delighted we have this opportunity to join the Holidaybreak group. In our discussions with Carl and his team, we felt that Holidaybreak could provide us with a home where we could remain true to our vision and values, while providing the platform to allow us to take the business to the next level. Strong organisational focus and robust financial discipline are core to our business and we will carry this into the Holidaybreak group. This summary should be read in conjunction with the full text of the announcement. Holidaybreak will be hosting a presentation for analysts at 9.30 a.m. today, to be held at Brunswick s offices. For further information please contact: Holidaybreak plc Today: ; thereafter: Carl Michel, Chief Executive Bob Baddeley, Group Finance Director Chris Bentley, Head of Corporate Development Brunswick James Hogan Craig Breheny Ash Spiegelberg Dresdner Kleinwort Christopher Baird Vollman Brothers Bill Kendall Notes to editors: 1. Holidaybreak is a European specialist holiday group with market leading positions in the UK and other major European markets. The Group currently comprises three separate operating divisions: Hotel Breaks, Adventure Travel and Camping, which represented 40 per cent., 25 per cent. and 35 per cent. respectively of Group revenue for the financial year ended 30 September PGL is the market leader in the residential, outdoor education and adventure sector for UK schools, operating principally at the key stage two level for eight to twelve year olds. PGL was founded in 1957 and established a strong position in the organised school group market during the 1960s and early 1970s. PGL also operates overseas school tours, ski trips and family adventure holidays. 3. No statement in this announcement is intended to constitute a profit forecast for the financial year ending 30 September 2007 or for any other period. In addition, no statement in this announcement

3 should be interpreted to mean that earnings per share (before any one-off costs and amortisation of intangible assets) will necessarily be greater than those for the relevant preceding financial period. 4. Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations, and by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information does not assume any responsibility or obligation to update publicly or revise any of the forward-looking statements contained herein. 5. This announcement is made by Holidaybreak and is the sole responsibility of Holidaybreak. Holidaybreak is exclusively responsible for the contents of this announcement and neither Dresdner Kleinwort Limited, Vollman Brothers Limited nor any person acting on Holidaybreak s behalf are responsible for or shall have any liability for any information, representation or statement relating to Holidaybreak contained in this announcement or any information previously published by or on behalf of Holidaybreak or otherwise. Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for Holidaybreak plc and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Holidaybreak plc for providing the protections afforded to customers of Dresdner Kleinwort Limited or for affording advice in relation to the contents of this announcement or any matters referred to herein. Vollman Brothers Limited, which is authorised and regulated by the Financial Services Authority, is acting for Holidaybreak plc and for no-one else in connection with the Acquisition and will not be responsible to anyone other than Holidaybreak plc for providing the protections afforded to customers of Vollman Brothers Limited or for affording advice in relation to the Acquisition or any matters referred to in this announcement. Words and expressions used in this announcement shall have the same meaning as defined in Appendix I to this announcement.

4 Not for release, distribution or publication, in whole or in part, in or into the United States, Canada, Australia or Japan FOR IMMEDIATE RELEASE 18 May 2007 Introduction Holidaybreak plc Proposed Acquisition of PGL Holidaybreak today announces that its wholly owned subsidiary, PGL Holdings, has entered into a conditional agreement to acquire the issued share capital of PGL (which comprises both PGL Group and PGL Air Travel) for an expected 50 million and to refinance an expected 50 million of debt within PGL (the aggregate consideration being 100 million). The consideration payable to the PGL Vendors will be satisfied by the issue of bank guaranteed loan notes. In addition, PGL Holdings will purchase for cash from the present holder warrants to subscribe for shares in PGL Group in order for those warrants to be cancelled, the amount of such payment being included in the aggregate consideration of 100 million. PGL is the market leader in the outdoor education and adventure sector for UK schools and will become Holidaybreak s fourth operating division, the Education Division. In view of its size, the Acquisition is conditional upon the approval of Shareholders which is to be sought at an Extraordinary General Meeting of the Company. A circular containing details of the Acquisition and convening the Extraordinary General Meeting will be sent to Shareholders shortly. It is also necessary for the Directors to be authorised to exceed the existing borrowing limit contained in the Articles of Association of the Company in order to permit the additional banking facilities. The Resolution to be proposed at the Extraordinary General Meeting includes this authorisation. Background to and reasons for the Acquisition Holidaybreak is a European specialist holiday group with market leading positions in the UK and other major European markets. The Group currently comprises three separate operating divisions: Hotel Breaks, Adventure Travel and Camping, which represented 40 per cent., 25 per cent. and 35 per cent. respectively of Group revenue for the financial year ended 30 September Each division has market leading brands in its respective sector and is characterised by strong historical operating profit margins and cash generative capabilities. Holidaybreak has recently made acquisitions for its Adventure Travel and Hotel Breaks divisions which have been successfully integrated and are performing broadly in line with expectations. The Hotel Breaks Division comprises Superbreak and West End Theatre Bookings based in the UK, and Bookit, based in the Netherlands, which provide primarily short-break holidays to their respective markets. The Adventure Travel Division s principal businesses Explore, based in the UK, and Djoser, based in the Netherlands, are market leaders in specialist, small group exploratory trips in their respective markets. The Adventure Travel Division also includes two German specialist educational holiday businesses, carpe diem Sprachreisen, which provides English and other language holidays and TravelWorks, which offers working holidays and gap-year breaks and Regal Dive, one of the leading UK operators of diving holidays. The Camping Division s principal activity is the provision of self-catering holidays to customers in the UK and across Europe, in pre-sited mobile homes and tents on high quality European camp-sites, through the market leading Eurocamp and Keycamp brands. The Directors believe that it is in the interests of Shareholders as a whole to consider acquisition opportunities which strengthen the Group. Having identified the acquisition of PGL as an exciting opportunity, the Board believes that the Acquisition has significant potential to enhance shareholder value. The Directors believe that PGL has a strong fit with Holidaybreak:

5 A market leading position, a strong brand built on customer relationships, growth and high operating margins of PGL are consistent with the characteristics of Holidaybreak s existing divisions. PGL will become the fourth operating division within the Enlarged Group, the Education Division. As with Holidaybreak s existing three divisions, PGL will operate relatively autonomously within the Enlarged Group. PGL s seasonal variations are complementary to those of Holidaybreak and, in particular, its Camping Division. PGL s current peak periods are within school term times, whereas Holidaybreak s Camping Division peaks during school summer holidays. Operational benefits to the Enlarged Group may include efficiencies in recruitment, training and retention of seasonal staff, use of Camping Division staff during periods of PGL peak demand and enhancement of the Camping Division offering with PGL-supplied activities. Other opportunities available to the Enlarged Group include complementary marketing and distribution programmes, the transfer of management and operational skills, new product and geographical development and co-operative procurement. The Enlarged Group provides the potential to sell existing PGL and Holidaybreak products, such as Explore s schools programme and PGL s family adventure holidays, to a larger and broader customer base. The Acquisition will be earnings enhancing for the Group (before any one-off costs and amortisation of intangible assets) for the year ending 30 September 2008, being the first full financial year after the Acquisition (see Note 3). Information on PGL PGL is the market leader in the residential, outdoor education and adventure sector for UK schools, operating principally at the key stage two level for eight to twelve year olds. PGL was founded in 1957 and established a strong position in the organised school group market during the 1960s and early 1970s. In addition, PGL also operates overseas school tours and ski trips mainly targeted at secondary school children, as well as family adventure holidays. PGL operates 26 activity centres positioned in key locations across the UK (17 sites), France (8 sites) and Spain (1 site); its total bed capacity is approximately 7,100. PGL owns 13 of the UK sites and 7 of the French sites, with the remainder rented. Its UK head office is in Ross-on-Wye in Herefordshire. PGL employs up to 2,000 staff over the course of the year, including approximately 150 head office staff. It provides outdoor education courses, activity holidays, cultural tours and ski trips for over 250,000 children each year, serving over 4,600 schools. PGL has strong safety processes and is licensed by Adventure Activities Licensing Authority, which inspects activity centres on behalf of the Department of Education and Skills. PGL is currently owned by its existing senior management team which acquired PGL from the estate of its founder. PGL comprises two businesses, PGL Group and PGL Air Travel. The majority of the business operations and activity is conducted by PGL Group, and all properties are owned by this entity and its subsidiaries. PGL Air Travel is owned by PGL s Chief Executive and Finance Director, in a nominee capacity. PGL Air Travel was established to help facilitate PGL s ski trips business. Given the nature of ski trips, these holidays include air travel and as such an operator is required to hold an Air Travel Organiser s Licence, issued by the Civil Aviation Authority. Part of the requirements of the Civil Aviation Authority in respect of an operator which holds an Air Travel Organiser s Licence is that it maintains a certain level of net free assets, which have no prior encumbrances. Accordingly, PGL Air Travel was structured to be outside the PGL Group to allow it to be ringfenced for the purposes of its Air Travel Organiser s licence. Financial information on PGL Group and PGL Air Travel has been aggregated for the purposes of this announcement.

6 The UK market for school trips comprises day trips and residential breaks, with PGL focusing its operations on residential school trips. In recent years the UK government has actively promoted the benefits of outdoor learning, notably through the 2006 Manifesto for Learning Outside the Classroom. There has also been a trend towards outsourcing of trip arrangements to commercial operators such as PGL driven, in part, by the increasing complexity of organising the trips, including the various health and safety aspects. Some teaching unions recommend that if a teacher decides to run a school trip they should use an operator to protect against possible personal liability. Following a change to the local authority funding of residential outdoor education in 1991, schools have had greater freedom to choose the location and providers of school trips. This change, combined with funding constraints, has led to a reduction in the number of local authority outdoor education centres and a shift towards private and voluntary operations. PGL s market position is founded on its understanding of the educational curriculum, strong safety processes and reputation, customer service and a market leading portfolio of activity centres. The Directors believe that PGL has a number of key attractions. In particular, PGL: is the market leader in the outdoor education and adventure sector for UK schools; has a strong brand name and reputation within the sector, enjoys long-term relationships with schools and achieves high levels of customer retention. Adventure UK repeat bookings have historically been approximately 80 per cent.; has high quality and visibility of earnings based upon strong profit margins, consistent growth in revenues and a very early booking profile (Adventure UK bookings are currently in excess of 90 per cent. of the expected level for the 52 weeks ending February 2008); has an experienced management team, that has overseen significant change and growth in recent years and will remain with the business; offers the opportunity of growth in both the UK and Europe, both organically and potentially through acquisition in what is a fragmented sector; has the opportunity to benefit from growth in the near term by adding additional capacity at existing sites as well as using more hired-in sites; owns and operates sites in good locations across the UK, which are on average larger and so can support a wider range of activities than those owned and operated by other operators; and owns a valuable property portfolio. The PGL property portfolio has been valued at approximately 93 million. In the financial year ended 22 February 2007, PGL had revenues of 50.6 million ( 47.0 million in 2006), EBITDA of 8.4 million ( 6.8 million in 2006), EBIT of 6.3 million ( 5.0 million in 2006), and profit before tax of 2.2 million ( 4.3 million in 2006). Revenues in the year ended 22 February 2007 comprised 43.4 million related to activity centres and 7.2 million related to tours. PGL had total assets as at 22 February 2007 of 82.2 million ( 77.3 million in 2006). Net Capital Expenditure was 6.5 million in the year ended 22 February 2007 ( 12.0 million 2006). Principal terms of the Acquisition Under the terms of the Acquisition Agreement, PGL Holdings has agreed to acquire the entire issued share capitals of PGL Group and PGL Air Travel for an expected 50 million and to refinance an expected 50

7 million of debt within PGL (the aggregate consideration being 100 million). On completion of the Acquisition, the aggregate consideration will be adjusted to reflect the parties estimates of the debt on completion and the net consideration will be satisfied by the issue of the Loan Notes to the PGL Vendors. The aggregate consideration will be further adjusted to the extent that the debt is greater or less than the parties originally estimated. The aggregate consideration is apportioned as to 1 for PGL Air Travel and the remainder for PGL Group. PGL Holdings has also entered into the Transfer and Cancellation of Warrants Deed pursuant to which PGL Holdings will purchase for cash from the present holder warrants to subscribe for shares in PGL Group in order for those warrants to be cancelled. The amount of such payment is included in the aggregate consideration of 100 million. The obligations of PGL Holdings pursuant to the Transfer and Cancellation of Warrants Deed are conditional on the completion of the Acquisition Agreement. Completion of the Acquisition Agreement is conditional upon: (a) the passing of the Resolution; and (b) the Acquisition Agreement not having been terminated by PGL Holdings prior to completion in consequence of a material breach by the PGL Warrantors of any of the provisions of the Acquisition Agreement relating to the conduct of the business of PGL Group and PGL Air Travel pending completion or a material breach by the PGL Vendors or the PGL Warrantors of certain of their obligations in respect of completion or PGL Holdings becoming aware of a matter which has a material and adverse effect on the business of PGL and which results from a liability outside the ordinary course of business in excess of 5 million (but which excludes any event affecting to a similar extent generally all companies carrying on similar business in the United Kingdom). Pending completion, the PGL Warrantors have agreed to procure that PGL Group and PGL Air Travel will carry on their respective businesses in the ordinary course and will not take certain specified actions without the consent of PGL Holdings. The Acquisition Agreement contains warranties customary in a transaction of this nature and size which are given by the PGL Warrantors to PGL Holdings including in relation to title, accounts and financial information, assets, contracts, intellectual property, employment, litigation, real estate, pensions, taxation, environmental and health and safety issues. The PGL Warrantors will also enter into a tax covenant in favour of PGL Holdings in respect of any unprovided tax liabilities. The warranties and tax covenant are subject to certain limitations usual in a transaction of this nature. The PGL Warrantors have also entered into restrictive covenants in the Acquisition Agreement. These restrictive covenants are in favour of PGL Holdings for a 3 year period from completion and relate to noncompetition with the businesses of PGL, non-solicitation of customers and employees and non-interference with suppliers. The Board currently expects that completion of the Acquisition will take place in June Management and employees It is the intention of the Board that PGL s senior management team and current employees should remain with PGL following Completion. After Completion, Martin Davies, currently Chief Executive Officer of PGL, will become the managing director of Holidaybreak s new Education Division and join the Board of the Company. It is also the intention of the Board to recruit an additional non-executive Director and to consider the appropriate future composition of the Board, given the recommendations of the Combined Code and the developing business of the Enlarged Group. Financial effects of the Acquisition

8 The Directors of Holidaybreak expect that the Acquisition will be earnings enhancing for the Group (before any one-off costs and amortisation of intangible assets) for the year ending 30 September 2008, the first full year after the Acquisition. PGL s historical trading pattern has been that any profits would primarily have occurred during the second half of the Group s financial year. Given the expected date for completion of the Acquisition, the possible impact of the Acquisition on the year ending 30 September 2007 (being materially earnings enhancing) is not representative of a full year effect (see Note 3). The Directors expect the returns from the Acquisition to exceed the Group s weighted average cost of capital in the first full year after the Acquisition and hence increase shareholder value (see Note 3). Current trading and prospects Today, Holidaybreak announced its interim results for the six months ended 31 March The following update on current trading and prospects was given: Sales intake for Hotel Breaks is currently 8 per cent. above last year. The recovery in market conditions experienced in the second half of last financial year has continued. Value added business into London, with its strong theatre offerings such as The Sound of Music, Billy Elliot and Dirty Dancing, has been particularly buoyant. Adventure Travel continues to perform satisfactorily. Adventure like for like sales for this summer are 7 per cent. up. We anticipate another acceptable performance from this division in the current year. The German businesses acquired at the end of last financial year, carpe diem and TravelWorks, have performed well. Camping sales intake to date are level with last year in the context of a 4 per cent. reduction in capacity. We are currently over 85 per cent. booked for the whole season, in line with plan. Current trading in all our divisions is broadly in line with expectations and the Board expects to achieve a satisfactory trading outcome for the full year. Given the benefits of the Acquisition outlined above, the Directors of Holidaybreak are confident of the financial and trading prospects of the Enlarged group. For further information please contact: Holidaybreak plc Today: ; thereafter: Carl Michel, Chief Executive Bob Baddeley, Group Finance Director Chris Bentley, Head of Corporate Development Brunswick James Hogan Craig Breheny Ash Spiegelberg Dresdner Kleinwort Christopher Baird Vollman Brothers Bill Kendall Notes to editors:

9 1. Holidaybreak is a European specialist holiday group with market leading positions in the UK and other major European markets. The Group currently comprises three separate operating divisions: Hotel Breaks, Adventure Travel and Camping, which represented 40 per cent., 25 per cent. and 35 per cent. respectively of Group revenue for the financial year ended 30 September PGL is the market leader in the residential, outdoor education and adventure sector for UK schools, operating principally at the key stage two level for eight to twelve year olds. PGL was founded in 1957 and established a strong position in the organised school group market during the 1960s and early 1970s. PGL also operates overseas school tours, ski trips and family adventure holidays. 3. No statement in this announcement is intended to constitute a profit forecast for the financial year ending 30 September 2007 or for any other period. In addition, no statement in this announcement should be interpreted to mean that earnings per share (before any one-off costs and amortisation of intangible assets) will necessarily be greater than those for the relevant preceding financial period. 4. Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations, and by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information does not assume any responsibility or obligation to update publicly or revise any of the forward-looking statements contained herein. 5. This announcement is made by Holidaybreak and is the sole responsibility of Holidaybreak. Holidaybreak is exclusively responsible for the contents of this announcement and neither Dresdner Kleinwort Limited, Vollman Brothers Limited nor any person acting on Holidaybreak s behalf are responsible for or shall have any liability for any information, representation or statement relating to Holidaybreak contained in this announcement or any information previously published by or on behalf of Holidaybreak or otherwise. Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for Holidaybreak plc and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Holidaybreak plc for providing the protections afforded to customers of Dresdner Kleinwort Limited or for affording advice in relation to the contents of this announcement or any matters referred to herein. Vollman Brothers Limited, which is authorised and regulated by the Financial Services Authority, is acting for Holidaybreak plc and for no-one else in connection with the Acquisition and will not be responsible to anyone other than Holidaybreak plc for providing the protections afforded to customers of Vollman Brothers Limited or for affording advice in relation to the Acquisition or any matters referred to in this announcement. Words and expressions used in this announcement shall have the same meaning as defined in Appendix I to this announcement.

10 Appendix I Definitions The following definitions apply throughout this announcement, unless the context otherwise requires: Acquisition Acquisition Agreement Board or Directors Companies Act Company or Holidaybreak Dresdner Kleinwort EBIT EBITDA Enlarged Group Executive Directors Extraordinary General Meeting or EGM Group Loan Notes Loan Note Instrument Net Capital Expenditure Ordinary Shares PGL PGL Air Travel PGL Vendors the proposed acquisition of the entire issued share capital of PGL Group and PGL Air Travel the conditional agreement dated 18 May 2007 made between (1) the PGL Vendors (2) PGL Holdings and (3) Holidaybreak the board of directors of the Company the Companies Act 1985, as amended and, where the context so requires, the Companies Act 2006 Holidaybreak plc Dresdner Kleinwort Limited Operating profit before exceptional items Operating profit before exceptional items adding back depreciation of property, plant and equipment the Company and its subsidiaries immediately following completion of the Acquisition Carl Michel, Robert Baddeley, Nicholas Cust, Simon Tobin, Steven Whitfield and Mark Wray the Extraordinary General Meeting of the Company notice of which will be set out in the circular the Company and its subsidiary companies and undertakings (as defined by the Companies Act) the Variable Rate Guaranteed Loan Notes 2007 of PGL Holdings the Deed to be executed by PGL Holdings constituting the Loan Note Purchase of property, plant and equipment adjusted for proceeds on disposal of property, plant and equipment ordinary shares of 5p each in the capital of the Company PGL Group and PGL Air Travel together PGL Air Travel Limited the PGL Group Vendors and PGL Air Travel Vendors together

11 PGL Air Travel Vendors PGL Group PGL Group Vendors PGL Holdings PGL Warrantors Resolution Shareholders Sponsor Vollman Brothers Martin Davies and Peter John Churchus PGL Group Limited Martin Davies, Peter John Churchus, John Gordon Firth, Malcolm Brown, Martin Hudson, Richard Lynn Jones, Paul Kenwright, Mark Lavington, Ian Campbell Officer, Anthony Prince, Perry Sladen, Linda Mary Woolf and Sarah Reynolds PGL Holdings, a wholly owned subsidiary of Holidaybreak Martin Davies, Peter John Churchus, John Gordon Firth, Jon Campbell Officer, Martin Hudson and Linda Mary Woolf the resolution to be set out in the notice of the EGM in the circular holders of Ordinary Shares Dresdner Kleinwort Vollman Brothers Limited