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15 Aug 2008 09:45
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
For immediate release
15 August 2008
Travelzest plc ("Travelzest" or "the Company")
The Directors of Travelzest have noted the recent rumour andΒ pressΒ speculation concerning a possible offer for the Company and confirm that the Company is currently in the early stages of discussionsΒ over a potentialΒ cashΒ offer for the entire issued and to be issued share capital of the Company at a price of 115 pence per ordinary share,Β althoughΒ the potential offerorΒ reserves the right to announce an offer at such lower price to the extent that it is recommended by the board ofΒ Travelzest. There is no certainty that the talks will result in an offer being made for the Company. This announcement is being made with the agreement of the potential offeror.
A further announcement will be made when appropriate.
Enquiries:
Investec Investment Banking
Martin Smith tel: 020 7597 5177
Erik Anderson tel: 020 7597 5169
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 20,393,496 ordinary shares of 2 pence each in issue (no shares are held in treasury) and admitted to trading on AIM, a market operated by the London Stock Exchange under the UK International Securities Identification Number ('ISIN code') GB0032849084.
As part of the acquisition of Itravel2000.com Travelzest plc, via a Canadian subsidiary company, issued 10,572,614 exchangeableΒ shares to the vendors of Itravel2000.com. Each of these exchangeable shares is exchangeable by the holders of the exchangeable shares for one ordinary share in the Company.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of the Company, all 'dealings' in any 'relevant securities' of the Company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of the Company, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of the Company by the offeror or the Company, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt asΒ to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Investec Investment Banking, a division of Investec Bank (UK) Limited ("Investec"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no-one else in connection with the matter and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Investec or for providing advice in connection with the matters set out in this announcement.
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