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HELLOWORLD TRAVEL LIMITED — Proxy Solicitation & Information Statement 2010
Sep 5, 2010
65057_rns_2010-09-05_1d45a373-037c-4ea1-8f47-59755313271c.pdf
Proxy Solicitation & Information Statement
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Telephone Facsimile 02 8080 3150 02 8080 3199
Jetset Travelworld Limited ABN: 60 091 214 998 Level 28 Australia Square Tower 264-278 George Street, Sydney, NSW 2000
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Chairman's Address
General meeting relating to the proposed acquisition by Jetset Travelworld Limited of all of the shares in Stella Travel Services Holdings Pty Ltd
1. Welcome and meeting opening
Good morning ladies and gentlemen and welcome to a very important meeting in the history of Jetset Travelworld Limited. My name is Tom Dery, I am the chairman of JTG and will be chairing today's meeting.
As a quorum of shareholders is present, I declare the meeting open.
2. Introduction of directors
I would like to begin by introducing your Directors. I ask each to stand briefly as I introduce them. JTG's non-executive directors present today are Lesley Grant, Brett Johnson and Peter Spathis. Unfortunately, John King and Gareth Evans were not able to join us today. I would also like to introduce our Chief Executive Officer, Peter Collins, our Chief Financial Officer, Nigel Underwood and our Company Secretary, Stephen Heesh.
Also in attendance is Costas Condoleon from our lawyers, Minter Ellison. Costas prepared the detailed Notice of General meeting and Explanatory Memorandum. He has been invited to attend today's meeting to provide any required legal support and advice and to answer any queries of a technical legal nature on the proposed resolutions that shareholders will be voting on at today's meeting.
3. Outline of proposal
On 12 May 2010, JTG announced the proposed merger between JTG and Stella Travel.
Under that proposed merger, JTG will acquire 100% of Stella Travel and the existing shareholders of Stella Travel, who I will call the Stella parties, will receive newly issued JTG shares representing 50% of the total number of JTG shares on issue following the merger.
JTG will remain listed on the ASX and current JTG shareholders will continue to hold their JTG shares.
As part of the merger, it is intended that most of the new JTG shares to be issued to the Stella parties will be subject to escrow restrictions for a minimum period of 15 months.
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Jetset Travelworld Limited ABN: 60 091 214 998 Telephone Facsimile Level 28 Australia Square Tower 02 8080 3150 02 8080 3199 264-278 George Street, Sydney, NSW 2000
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These restrictions will prevent the Stella parties from selling their JTG shares so that JTG has access to assets should it bring a successful claim against these parties under the Merger Implementation Agreement. You are being asked to approve these escrow arrangements today. Your Directors believe these escrow arrangements are in the best interests of JTG and JTG shareholders.
Further, the Stella parties required that Qantas also enter into a similar escrow arrangement in respect of the shares it holds in JTG. Shareholders are also being asked to approve this arrangement at today's meeting.
Your Board will undergo some changes with effect from completion of the merger – scheduled to take place at the end of this month. The Stella parties have nominated three Directors - Andrew Cummins, Adrian MacKenzie and Michael Riches. If the resolutions approving these gentlemen are approved today, they will be appointed as non-executive Directors on completion of the merger.
Lesley Grant and John King will step down from the Board on completion of the merger. I would like to thank Lesley and John for their significant contribution to JTG during the period they were Directors.
In addition, Peter Lacaze and Elizabeth Gaines, the current CEO and CFO of Stella Travel Group, will be appointed CEO and CFO of JTG on completion. Peter will also be appointed to the Board. Your Board welcomes Peter and Elizabeth and looks forward to working with them as the leaders of JTG's management team.
As a result of these appointments, our current CEO and CFO, Peter Collins and Nigel Underwood, will cease to hold those positions from completion. I would like to pay tribute to Peter and Nigel. Both have made a very significant contribution to JTG since the acquisition of Qantas Holidays and QBT and I wish them all possible success in their future careers.
A detailed Explanatory Memorandum, including a copy of the Independent Expert's Report prepared by Deloitte, has been sent to all shareholders. The Explanatory Memorandum provides all shareholders with a detailed overview of the merger proposal and its effect on JTG, including the advantages and potential disadvantages of the merger.
Significantly, Deloitte as the Independent Expert concluded that the proposed merger is fair and reasonable and therefore in the best interests of JTG shareholders.
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Jetset Travelworld Limited ABN: 60 091 214 998 Telephone Facsimile Level 28 Australia Square Tower 02 8080 3150 02 8080 3199 264-278 George Street, Sydney, NSW 2000
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You will be aware from reading the Notice of Meeting and the accompanying Explanatory Memorandum that your Directors unanimously recommend that shareholders vote in favour of the proposed resolutions detailed in the Notice of Meeting.
In coming to this decision, your Directors have made a full evaluation of the merger proposal and carefully considered the Independent Expert's Report and the advice of its financial, accounting and legal advisers.
I note that since the announcement of the proposed merger on 12 May 2010, almost four months ago, no alternative proposal has emerged.
At this point, I should note that implementation of the merger is subject to certain conditions being satisfied or waived, as outlined in the Explanatory Memorandum. These conditions include the approval of the merger by the ACCC and the Foreign Investment Review Board, as well as the approval of shareholders of the resolutions numbered 1, 3 and 6 to 9 inclusive set out in the Notice of Meeting.
I'm pleased to advise that on 1 September 2010, the ACCC announced that it would not oppose the merger. We are now expecting the FIRB approval before the end of the month.
If the remaining conditions to the merger are satisfied or waived, completion of the merger is scheduled for 30 September 2010.
I would also like to advise the meeting that the JTG Board has received an update from Stella Group Holdings on discussions which have been taking place to refinance the existing UBS facility in place between Stella Travel and UBS. Stella Group Holdings has confirmed that:
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Stella Travel has received proposals from two major Australian financial institutions to refinance the UBS facility;
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these proposals are on more attractive terms that the UBS facility;
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these proposals are currently credit approved but subject to confirmatory due diligence and satisfactory facility documentation being agreed; and
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Stella Group Holdings believes that the refinancing can be achieved on completion of the merger, assuming the due diligence and facility documentation conditions can be satisfied.
In light of these new developments, the JTG Board believes that it is not necessary to put Resolution 10 to the meeting to be considered by JTG shareholders because the arrangements contemplated by that resolution have been superseded by the proposed refinancing.
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