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HELLOWORLD TRAVEL LIMITED — M&A Activity 2008
Feb 20, 2008
65057_rns_2008-02-20_2433f2ab-c7a5-4967-b1ed-02aab9226175.pdf
M&A Activity
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Jetset Travelworld Limited ABN: 60 091 214 998 Telephone Facsimile Level 28, Australia Square Tower 02 8080 3150 02 9221 9900 264-278 George Street, Sydney, NSW 2000
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ASX ANNOUNCEMENT
21 February 2008
Company Announcement Office Australian Securities Exchange Exchange Centre Level 4 20 Bridge Street SYDNEY NSW 2000
PROPOSED MERGER ACCOMPANIES STRONG PROFIT RESULT
The Chairman of Jetset Travelworld Limited (JTG), Mr John King, today announced another strong profit result, an increased dividend, a special dividend and a proposed merger with Qantas Holidays and Qantas Business Travel.
For the half year ended 31 December 2007, JTG earnings before interest and tax (EBIT) grew by 42.6% or $2.6m to $8.7m. Earnings per share (EPS) grew by 45.1% to 7.3 cents. A 15.1% increase in total turnover value (TTV), saw the Group’s overall activity increase from $576.7 million to $664.1 million.
Mr King said “The Board declared an interim dividend of 5.0 cents, fully franked, a 66.7% increase over the interim dividend of 3.0 cents for the same period last year. In addition, JTG shareholders will receive a further special dividend payable upon shareholder approval of the merger of 4.0 cents per share, fully franked.”
Mr King announced the Board has signed a conditional merger agreement with Qantas to bring together Jetset Travelworld with Qantas Holidays and Qantas Business Travel. Mr King said “It will create an integrated powerhouse of travel brands and channels to market. The group will have a combined TTV of up to $3 billion a year and revenues in excess of $800 million a year.”
“The combination of Jetset Travelworld’s existing operations with those of Qantas Holidays and Qantas Business Travel will strengthen our retail business and similarly, our retail network will strengthen the Qantas wholesale and business travel businesses. We also envisage bringing some attractive on-line extensions to our retail network.”
“This is a unique opportunity to integrate complementary travel businesses that are distinct leaders in their respective industry sectors. This will not only add significant scale, and business depth, it will also add synergies and be earnings per share positive.”
“We plan to use the merger to strengthen existing relationships and contractual agreements and to forge new relationships that will deliver new products.”
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Jetset Travelworld Limited ABN: 60 091 214 998 Level 28, Australia Square Tower 264-278 George Street, Sydney, NSW 2000
Telephone Facsimile 02 8080 3150 02 9221 9900
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The merged entity will remain listed on the ASX as Jetset Travelworld and Qantas will hold 58 percent of the expanded capital of the company. The significantly enlarged group will be well positioned to take advantage of the changing Australian and international travel markets as well as to explore further growth opportunities.
Mr King said “Our CEO; Michael Reed has done a superlative job with our CFO Andrew Ferguson in guiding this merger and he has agreed to stay for up to 6 months post completion to ensure a smooth transition. Other than this, no job losses are envisaged and current JTG employees will retain their existing employment terms and conditions. The JTG team is relatively small but together has built substantial shareholder value and put Jetset in the strong position to participate in the merger.”
The proposed transaction is subject to review and subsequent clearances from regulatory bodies: ASX, ACCC, ASIC and FIRB.
Jetset Travelworld shareholders are required to approve the merger under the Corporations Act and ASX listing rules and will receive an Explanatory Memorandum, including a Notice of Meeting and Independent Experts Report for an Extraordinary General Meeting expected to be held end April 2008.
Financial highlights (for the half year ended 31 December 2007):
| 31 December | 31 December | ||
|---|---|---|---|
| 2007 | 2006 | Increase | |
| $’000 | $’000 | ||
| Total Transaction Value (TTV) | 664,077 | 576,712 | 15.1% |
| Revenue | 61,941 | 59,630 | 3.9% |
| EBITDA | 8,952 | 6,223 | 43.9% |
| EBIT | 8,676 | 6,086 | 42.6% |
| Profit before tax | 9,655 | 6,616 | 45.9% |
| Netprofit after tax | 6,732 | 4,640 | 45.1% |
| EPS (cents) | 7.30 | 5.03 | 45.1% |
Chief Executive Officer, Michael Reed said: “The half year result demonstrates the strength and ability of our retail agency network to successfully capitalise upon domestic demand for overseas travel, as well as the improved differentiation of our brands within key consumer segments.”
Other Matters
Under the Merger Implementation Agreement, Qantas will be issued such number of shares as will provide Qantas with 58% all of the fully paid ordinary shares on issue in JTG immediately following completion of the transaction and the issue of 127,340,726 new shares.
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Jetset Travelworld Limited ABN: 60 091 214 998 Level 28, Australia Square Tower 264-278 George Street, Sydney, NSW 2000
Telephone Facsimile 02 8080 3150 02 9221 9900
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Four nominees of Qantas will be appointed as directors of JTG and will represent a majority of the directors on the Board. An integration steering committee will also be established to plan the integration of the businesses.
Completion is also conditional on the Board of JTG unanimously endorsing and continuing to unanimously endorse the transaction including unanimously recommending in the Explanatory Memorandum that JTG’s shareholders vote in favour of the transaction.
Until 30 June 2008, JTG is subject to “no shop” and “no talk” restrictions. However, the Board of JTG may engage a third party in discussions if, acting in good faith and in accordance with its fiduciary and other duties to shareholders and after having taken advice, it forms the view that failing to respond to a bona fide alternative transaction would more likely than not constitute a breach of their fiduciary or statutory obligations.
A break fee of $3.5 million is payable by JTG to Qantas if after any of the following events occur and completion of the transaction has not occurred within 20 business days following the occurrence of the event:
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any director of JTG fails to recommend, or fails to recommend against, qualifies their support of or withdraws his or her recommendation or approval of, the transaction and JTG’s shareholders do not approve the transaction at the Extraordinary General Meeting;
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completion of the transaction does not occur before 30 June 2008 as a consequence of non-compliance by JTG with any of its obligations under the agreement or a failure to satisfy certain conditions precedent;
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completion does not occur before 30 June 2008 and on or before that date any director of JTG recommends or promotes an alternative transaction or an alternative transaction is announced on or before that date and the alternative transaction is effected within 9 months of it being announced, or a person otherwise obtains control of or merges or amalgamates with JTG on or before 30 June 2008.
A break fee of $3.5 million is payable by QH Tours to JTG if completion does not occur before 30 June 2008 as a consequence of the non-compliance by QH Tours with any of its obligations under the Merger Implementation Agreement or a failure to satisfy certain conditions precedent and completion of the transaction has not occurred within 20 business days following the occurrence of an event referred to above.
For more information please contact:
Steve Heesh Company Secretary +61 2 8080 3180 [email protected]
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