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HELLOWORLD TRAVEL LIMITED — AGM Information 2016
Jan 21, 2016
65057_rns_2016-01-21_65b6b034-8400-4e7a-b77a-43f7b53b6617.pdf
AGM Information
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HELLOWORLD LIMITED (ASX: HLO) GENERAL MEETING 22 JANUARY 2016
Chairman’s Address By Rob Marcolina
Good morning ladies and gentlemen and welcome to this General Meeting of Helloworld Limited.
On 20 November 2015, Helloworld announced that it had agreed to merge its business with AOT Group Limited ( AOT ) to create a single travel company. Thereafter, the Helloworld Board commissioned Grant Thornton to prepare an Independent Expert’s Report on the merits of the Merger Proposal and, on 22 December 2015, Helloworld issued an Explanatory Memorandum to all shareholders, setting out the details of the Merger Proposal, together with a copy of the Independent Expert’s Report and a Notice of General Meeting.
The purpose of this meeting is to seek your approval of the Resolutions relating to the Merger Proposal set out in the Notice of meeting.
The Merger Proposal is structured as the acquisition of AOT by Helloworld, with the consideration being the issue of 36.45 million new Helloworld Shares and, subject to certain adjustments, the cash payment of $25 million to the AOT Vendors.
The Merger Proposal provides an opportunity to integrate two complementary travel businesses to create a leading integrated travel group in the Australian market, offering a broad range of travel products and services. The integration of the two businesses is expected to increase the scale and earnings of the enlarged Helloworld Group, allowing it to compete more effectively with larger participants in the retail, wholesale and corporate travel industry and with global online competitors. The Merger Proposal is expected to be earnings per share accretive to Helloworld and is also expected to generate cost savings, which will better position it for future growth.
Helloworld will provide further information on the outlook for the merged entity, when it releases its interim financial results on 24 February 2016.
In the event that the Merger Proposal is approved, the Helloworld Board will be reconstituted. Andrew Burnes, founder, co-owner and Chief Executive Officer of AOT, will become Chief Executive Officer and Managing Director of the enlarged Helloworld Group and Cinzia Burnes, co-owner and the Chief Operating Offer of AOT, will be appointed as an Executive Director of the Company. In addition, the Helloworld Board will comprise an independent non-executive Chairman, an
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independent non-executive Director and a nominee of each of Helloworld’s other major shareholders, being, initially, myself, representing Qantas, Peter Spathis, representing Sintack and Andrew Cummins, representing Europe Voyager.
Brett Johnson and James Millar have decided to step down from the Helloworld Board upon conclusion of this meeting. Both directors have been valuable members of the Helloworld Board and the remaining Helloworld Directors are grateful for the substantial contribution that both Brett and James have made to Helloworld.
Independent Expert, Grant Thornton has concluded that the Merger Proposal is not fair but reasonable, and in the best interests of the Non-associated Helloworld Shareholders in the absence of a superior proposal.
Helloworld Shareholders, Qantas Airways Limited and Europe Voyager NV, who, together, own or control more than 50% of Helloworld Shares, have indicated that, in the absence of a Superior Proposal, they intend to vote in favour of the Merger Proposal.
For the reasons set out in the Explanatory Memorandum, the Directors unanimously recommend that shareholders vote in favour of the Resolutions to approve the Merger Proposal.
ENDS
About HLO:
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Helloworld Limited (ASX: HLO) is a leading Australia based travel distribution company, comprising retail travel businesses, air ticket consolidation, wholesale, corporate and online operations. This includes helloworld , Australia’s largest network of franchised travel agents, and helloworld.com.au.
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helloworld is a nationwide network of independently owned and operated stores, offering Australian travellers unparalleled convenience, industry-leading service and the best value, tailor-made holidays.
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helloworld was awarded Australia’s Best Travel Agency Group (100 outlets or more) at the 2014 National Travel Industry Awards.
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helloworld has been creating lasting travel memories for more than 40 years through the Harvey World Travel, Jetset Travel, Travelworld and Travelscene American Express brands.
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MEDIA CONTACT: LJ Loch [email protected] m 0439 633 429 or David Mair. [email protected]
INVESTOR ENQUIRIES: Jenny Macdonald, Chief Financial Officer, +61 (2) 8229 4191
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