On The Beach Regulatory News (OTB)

16 August 2018

On the Beach Group plc

("On the Beach", "OTB" or the "Group")

Acquisition of Classic Collection Holidays Limited

and Trading Update

On the Beach Group plc (LSE: OTB.L), the UK's leading online retailer of beach holidays, announces that its subsidiary On the Beach Travel Limited has acquired the entire issued share capital of Classic Collection Holidays Limited ("Classic Collection" or "Classic") for a total consideration of £20.0m. Classic Collection reported EBITDA of £2.6m and gross assets of £18m (including a property valued at £2.5m) in its latest statutory audited accounts for the 12 months to 31 October 2017. The Board believes the acquisition will be earnings enhancing in the first full year of ownership, including some initial investment from On the Beach.

Rationale for the acquisition

Classic Collection dynamically packages luxury beach holidays and sells its packages through a network of third party offline travel agencies (including independent high street agents and homeworkers). Classic Collection employs 124 staff in its Worthing headquarters, who will continue to manage the relationships with travel agents, ensuring an excellent level of service to those travel agents and the agents' customers.

The acquisition represents a continuation of On the Beach's strategy, whilst leveraging the Group's capabilities to access the circa five million short haul beach holidays that each year are booked offline. The Group will invest to grow Classic Collection's portfolio of luxury holidays. Separately, the Group will support Classic to invest in, build and launch an online booking portal to provide travel agents with access to a portfolio of mainstream beach holiday product under a new brand 'Classic Online', using OTB's technology capability, product sourcing and scale in the short haul beach market. Classic Online will be available exclusively through travel agents and will not be a consumer site.

The Package Travel Directive that came into effect on 1 July 2018 has meant that travel agents that dynamically package holidays take on onerous responsibilities that make it increasingly difficult for independent agents to do so cost-effectively. For agents, Classic Online will provide many of the benefits of dynamically packaging themselves, but without the risks, as Classic Online will be the package organiser. Both Classic and OTB are package organisers so the Group already has the infrastructure in place to fulfil these responsibilities.

Consideration

The total consideration will be £20.0m made up of £14.6m cash consideration on completion, £2.7m cash which will be deferred for 12 months post completion, and £2.7m in shares.

Classic Collection is currently owned by its Managing Director, Nick Munday, its Directors and a number of small private shareholders. The cash consideration will be funded from the Group's existing cash resources and bank facilities. The Board confirms that this transaction will not impact the Group's ability to pay dividends in line with its stated policy.

The consideration shares (being 607,747 ordinary shares in On the Beach Group plc, calculated using the average mid-market price over a period of 20 days prior to this announcement) will be issued upon completion to Nick Munday who will be subject to a lock in period (six months for 50% of the shares and a further six months for the remaining 50%) and orderly market provisions.

Classic Collection's existing management team, headed by Nick Munday will continue to run the business and help deliver the joint vision for Classic Collection's future.

Trading Update

The Group provides an update on trading for the 19 weeks from 1 April 2018 to 15 August 2018. As has been widely publicised, the exceptionally hot UK weather that has been prevalent over recent months, combined with the football World Cup, has supressed holiday demand. This has impacted our headline revenue growth during the period, but the weaker demand has driven a significant reduction in the Group's marketing spend, ensuring growth in revenue after marketing costs has remained strong. This is further testament to On the Beach's resilient and flexible business model as we have previously demonstrated in similar circumstances. Whilst August and September are important trading months for the Group, the Board continues to expect that adjusted PBT for the financial year will be broadly in line with management expectations.

Nick Munday, Managing Director of Classic Collection; commented:

"I am thrilled to be joining forces with Simon and the team at On the Beach. Partnering with such an innovative market leader will give our loyal network of agents access to an even wider portfolio of mainstream beach holiday product through the launch of Classic Online together with further investment to broaden the luxury offering of Classic Collection."

Simon Cooper, Chief Executive of On the Beach Group plc, commented:

"We are pleased to welcome Nick and the Classic Collection team into the On the Beach family. We are excited about the opportunity to access the circa five million short haul beach customers that book holidays offline each year. Classic Collection has an excellent reputation in the industry and we look forward to working with Nick and the team to expand both of our product offerings.

"With regards recent trading, the resilient, flexible and asset-light nature of On the Beach's business model, combined with our advanced technology, has allowed the business to swiftly adapt to the unprecedented three month heatwave and deliver an impressive performance."

There will be a conference call for sell-side analysts at 8:00am BST today, the details of which can be obtained from FTI Consulting.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation.

For further information:

About On the Beach

With over 20% share of online sales in the short haul beach holiday market, On the Beach is one of the UK's largest online beach holiday retailers. The Company has significant opportunities for growth and a long-term mission to become Europe's leading online retailer of beach holidays. By using its innovative technology, low-cost base and strong customer-value proposition to provide a structural challenge to legacy tour operators and travel agents, it continues its journey to disrupt the online retail of beach holidays. The model is customer-centric, asset light, profitable and cash generative.

www.onthebeachgroupplc.com

About Classic Collection

Founded in 1988, Classic Collection dynamically packages luxury beach holidays and sells this package product through an independent network of more than 1800 third party travel agencies and homeworkers. 

About the Package Travel Regulations

The Package Travel Regulations 2018 were implemented into UK law in June 2018 and apply to bookings made after 1 July 2018. The change to the definition of "package" means that dynamically packaged holidays (e.g. flight plus hotel) sold by travel agents will now be "packages" even where the customer contracts remain with the end suppliers, not the travel agent. The regulations impose onerous obligations on package organisers, including the obligation to perform the package, which means that the customer has rights to pursue the organiser if something goes wrong (e.g. hotel quality/service/description and personal injury/illness claims). Package organisers therefore require the infrastructure, legal/claims management, insurance, health & safety management, and financial protection/ATOL licensing arrangements in place to support their obligations under the regulations.