Acquisition of Explore Worldwide Limited
Holidaybreak PLC
17 February 2000
Not for release, publication or distribution in or into
the United States, Canada, Australia, Japan or the
Republic of Ireland
HOLIDAYBREAK PLC
('Holidaybreak')
Acquisition of Explore Worldwide Limited ('Explore
Worldwide') for £30m
Holidaybreak announces that it has agreed to acquire the
entire issued share capital of Explore Worldwide, market
leader in worldwide adventure holidays, for an initial
consideration of £29m plus deferred consideration of £1m
subject to an earn-out formula based on Explore
Worldwide's results in the year to 30 September 2000. As
part of this transaction Holidaybreak will inherit net
cash balances of some £6.0m. It is expected that the
acquisition will enhance earnings before amortisation of
goodwill in the current year.
Adventure holidays is a rapidly growing sector of the
overseas holidays market, both in the UK and other
western European countries. Explore Worldwide is the
largest European operator of these holidays and is
approximately three times the size of its closest
competitor in the UK. It offers some 200 winter and
summer tours, all accompanied by its own tour leaders, to
nearly 100 countries on six continents.
Explore Worldwide has a strong financial track record.
In recent years it has consistently achieved booking
volume growth whilst maintaining strong operating
performance. In the year to 30 September 1999, 24,300
customers took an Explore Worldwide holiday generating a
turnover of £22.2m. Adjusted profit before interest and
tax was £2.7m and adjusted profit before tax was £3.3m.
Adjusted net assets of Explore Worldwide were £1.8m at 30
September 1999. Bookings for the current year are ahead
of 1999 equivalents with the forthcoming summer period
looking particularly strong, being 17 per cent. ahead of
last year. Prospects for a continuation of this strong
trend into winter 2000/1 are good.
The initial consideration of £29m will be satisfied by
cash and loan notes valued at £17.2m (satisfied from new
bank facilities) and the issue of shares in Holidaybreak
pursuant to a vendor placing of 4,140,351 Holidaybreak
ordinary shares of 5p each at 285p per share which will
raise £11.8m in total for the vendors. Hawkpoint
Partners Limited is sponsor to the Placing and has
arranged for it to be fully underwritten. Sutherlands is
acting as broker to the Placing. Continental Capital
Partners is corporate finance advisor to Explore
Worldwide.
The acquisition of Explore Worldwide is consistent with
Holidaybreak's strategy of complementing organic growth
from existing businesses with expansion through
acquisition in the specialist and direct-sell holiday
sectors. Explore Worldwide's market leadership is
derived from continual product innovation, high customer
satisfaction and substantial levels of repeat and
recommended bookings. Explore Worldwide will fit well
with Holidaybreak's current portfolio of businesses and
enhance Holidaybreak's competitive travel alternatives to
the mainstream package tour offerings.
Explore Worldwide will continue to be based in Aldershot,
Hampshire. Its directors, Travers Cox, Derek Moore and
Bill McIlwraith, will enter into new service agreements
with Explore Worldwide. Travers Cox will be joining the
Board of Holidaybreak. His service agreement will be for
the fixed period to 31 December 2000 and it is agreed
that thereafter he will act as a consultant for a period
of 2 years. The service agreement entitles Travers Cox
to an annual salary of £120,000.
The future focus of Explore Worldwide will be on
continuing to grow its UK business through direct
marketing, product development and, possibly, modest bolt-
on acquisitions whilst also developing its overseas
markets. In addition to Holidaybreak's direct marketing
expertise and experience of internet marketing, its
established sales and marketing operations for camping
holidays in Holland, Germany, Switzerland and Ireland are
likely to be beneficial in increasing sales in European
markets.
Angus Crichton-Miller, Chairman of Holidaybreak said:
'We welcome the Explore Worldwide team to our Group and
believe that our similar philosophies and focus on
product quality will provide an excellent platform to
develop Explore Worldwide, building on its leadership of
the strongly growing adventure holiday market.'
Travers Cox, Managing Director of Explore Worldwide
replied:
'Combining the European market leader in camping and
mobile homes with the European leader in adventure travel
provides a strong competitive alternative to the packaged
tour market and the basis for future growth. As we both
started as owner managed companies, this will be a
mutually beneficial combination of complementary
cultures, skills and experience.'
Briefing for analysts
There will be a presentation today to analysts at 11.30am
at Hudson Sandler, 29 Cloth Fair, London EC1A 7JQ.
For further information contact:
Holidaybreak 01606 787100 Explore 01252 760 200
Richard Worldwide
Atkinson Travers Cox
Bob Baddeley
Hawkpoint 020 7665 4500 Continental 020 7499 2101
Partners Capital
Limited Partners
Charlie Ralph Roger Luscombe
Andrew Noble David Jones
Sutherlands 020 7628 2030
Michael Cunnane
Paul Newman
Hudson Sandler 020 7796 4133
Michael Sandler
Tim Robertson
The directors of Holidaybreak accept responsibility for
the information contained in this announcement. To the
best of the knowledge and belief of the directors of
Holidaybreak (who have taken all reasonable care to
ensure that such is the case), the information contained
in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of
such information.
Hawkpoint Partners Limited and Sutherlands, which are
each regulated by The Securities and Futures Authority
Limited, are each acting exclusively for Holidaybreak in
connection with the acquisition and Placing and no-one
else, and will not regard any other person as their
respective customers or be responsible to any other
person for providing the protections afforded to their
respective customers nor for providing advice to any such
person in relation to the contents of this announcement
or any matter referred to herein.
The new ordinary shares to be issued in connection with
the acquisition and the Placing have not been nor will
they be registered under the United States Securities Act
of 1933 (as amended) or under the securities laws of any
state of the United States, any possession or territory
of Canada, Japan or Australia.
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund