Cox and Kings Ltd and Holidaybreak PLC reach agreement on acquisition 27th, July 2011
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
Mumbai: July 27th 2011: The boards of Cox and Kings Ltd (CKL), and Holidaybreak plc are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Prometheon Holdings (UK), Ltd, a wholly owned subsidiary of CKL, of the entire issued and to be issued share capital of Holidaybreak plc.
It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). In order to become effective, the Acquisition must, among other things, be approved by the requisite majorities of the Holidaybreak Shareholders present (in person or by proxy) and entitled to vote at the Court Meeting and the General Meeting.
Under the terms of the Acquisition, Holidaybreak Shareholders will receive 432.1 pence in cash per Holidaybreak Share (the "Offer Price").
The Offer Price values Holidaybreak's fully diluted share capital at approximately £312.0m and represents:
A premium of approximately 35.5 per cent. to the closing price of 319.0 pence per Holidaybreak Share on 22 July 2011, being the last business day prior to the commencement of the Offer Period; and
a premium of approximately 54.2 per cent. to the average closing price of approximately 280.3 pence per Holidaybreak Share for the three-month period up to and including 22 July 2011.
In addition, eligible Holidaybreak Shareholders, being Holidaybreak Shareholders who were on the register of Holidaybreak on the dividend record date of 15 July 2011, will remain eligible to receive the previously announced 3.35p interim dividend payable in cash on 10 August 2011.
The Offer provides Holidaybreak Shareholders with a compelling opportunity to realise immediate value, in cash and at a premium, for their investment in Holidaybreak. Commenting on the Acquisition, Peter Kerkar, Director of Cox & Kings, said:
"The acquisition of Holidaybreak marks an exciting new step for Cox & Kings in its development. We have been growing rapidly and have also significantly expanded our outbound tours operation from India and Oceania. Holidaybreak adds new product areas and markets which provide us with attractive opportunities to leverage Cox and Kings' global network and accelerate the development of both Holidaybreak and Cox & Kings' businesses. We also very much look forward to working with the Holidaybreak management team who have helped to develop the company into a leader in its various business areas."
Commenting on the Acquisition, Martin Davies, Group Chief Executive of Holidaybreak, said:
"I am proud of the significant progress we have made towards our objective of transforming Holidaybreak into an education focused business, both through expansion into the pan-European education market through the acquisition of Meininger, and by building on our high quality brands. While the Board of Holidaybreak was confident that significant value could have been generated for shareholders over time through implementation of our standalone strategy, today's announcement of the recommended acquisition of Holidaybreak by Cox & Kings provides certainty and immediate value to shareholders, in cash and at a premium. It also presents an exciting opportunity for Holidaybreak's customers and employees to benefit from being part of an international travel company which shares our passion for delivering unique and valued products to our customers."
Cox & Kings has received support for the Acquisition from major shareholders and Holidaybreak Directors in respect of 22,419,982 Holidaybreak Shares (in aggregate), representing approximately 31.8 per cent. of the issued share capital of Holidaybreak. This comprises irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the General Meeting in respect of 12,064,282 Holidaybreak Shares, representing approximately 17.1 per cent. of the issued share capital of Holidaybreak, and non-binding letters of intent to vote in favour of the Scheme at the Court Meeting and the General Meeting in respect of 10,355,700 Holidaybreak Shares, representing approximately 14.7 per cent. of the issued share capital of Holidaybreak.
The Holidaybreak Directors, who have been so advised by Citi, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Holidaybreak Directors, Citi has taken into account the commercial assessments of the Holidaybreak Directors.
The Holidaybreak Directors intend unanimously to recommend that Holidaybreak Shareholders vote in favour of the Scheme, as they have irrevocably undertaken to do in respect of their own beneficial holdings of Holidaybreak Shares amounting to, in aggregate, 198,632 Holidaybreak Shares, representing approximately 0.28 per cent. of the issued share capital of Holidaybreak.
It is expected that the Scheme Document will be posted on or around 10 August 2011 and that the Scheme will become effective on or around 27 September 2011, subject to the satisfaction of regulatory and all other conditions, including the conditions set out in Appendix 1 to this announcement.
Nomura are advisors to Cox and Kings Ltd whereas the advisors for Holidaybreak plc is Citi.
Information relating to Cox & Kings
The Cox & Kings brand has evolved over 250 years of history and today is one of the recognised holiday brands that caters to the overall travel needs of Indian and international travellers. Cox & Kings can trace its roots back to the 18th century, when it was first established by Richard Cox as a service provider to British regiments in India. A subsequent merger with Henry S. King & Co. formed the basis for the company as it is known today. Operating largely as ticketing agents in the 1970s, the business has undergone significant expansion since then and was successfully listed on the Bombay Stock Exchange and National Stock Exchange of India in December 2009.
Cox & Kings has broad international presence and reach with subsidiaries in the UK, Australia, New Zealand, Japan, the US, the UAE, Germany, Hong Kong, Greece and Singapore. Cox & Kings provides four key service offerings: leisure travel, corporate travel, visa processing and foreign exchange. Travel and tour commission formed 91.1 per cent. of the total revenues, while foreign exchange and other income (mostly from foreign exchange fluctuations) formed 2.0 per cent. and 7.0 per cent. respectively in the full year to 31 March 2011.
The core business of Cox & Kings is the sale of packages for leisure travel where two or more components of travel, such as flights, hotels, car rentals, transfers and ground handling services, are bundled together in advance and sold to customers. Travel solutions provided include land, air and cruise ticketing services, hotel reservations services, in-transit arrangements, local sightseeing services, visa, passport and medical insurance assistance and other destination management services. In addition, Cox & Kings provides travel related foreign exchange and payment solutions.
As of 31 March 2011, Cox & Kings had audited commission and other operating income of INR 4,967m (£69m) and profit before tax of INR 1,931m (£27m). Cox & Kings' balance sheet had a net asset value of INR 20,613m (£285m) as of 31 March 2011. As of 26 July 2011, Cox & Kings had a market capitalisation of INR 26,985m (£373m).
Information relating to Holidaybreak
Holidaybreak is an education and activity travel group listed on the London Stock Exchange. Holidaybreak provides educational and activity trips for school children as well as worldwide adventure holidays, short breaks in the UK and Europe, and mobile-home and camping holidays on sites throughout Europe. The group has three operating divisions: Education and Adventure, Hotel Breaks and Camping, which have leading positions in the UK and other major European markets, and has more than 15 long-established and widely recognised brands.
Education & Adventure provides residential, outdoor educational school trips through the UK market-leading PGL brand, in addition to educational travel tours through the NST and EST brands. It also provides bespoke school trip accommodation through the Meininger brand. Additionally, the division offers worldwide adventure tours through Explore and Djoser.
Hotel Breaks provides domestic and overseas short-break holidays primarily for UK and Dutch consumers. Its leading brands include Superbreak, based in the UK, and Bookit, based in the Netherlands, which provide primarily domestic short-break holidays to their respective markets.
Camping primarily provides self-catering holidays in mobile-homes and tents, pre-sited on third party owned camp-sites, through the Eurocamp and Keycamp brands across France, Italy and seven other European countries.
In December 2010, Holidaybreak acquired a 50 per cent. stake in the German-based student and school tour accommodation group Meininger for £31.1m. Holidaybreak has the option to acquire the remaining shares in Meininger over the next two to three years, at a price dependent upon the performance of the business over the period. Most recently, in June 2011 Holidaybreak announced the subsequent sale of its London theatre ticket agency, West End Theatre Bookings Limited, for approximately £10.9m. For the year ended 30 September 2010, Holidaybreak reported revenue of £461.7m and profit before tax of £26.0m. As at 31 March 2011, Holidaybreak had net debt of £137.9m (including £16.8m of finance leases and adjusted for the subsequent disposal of West End Theatre Bookings Limited) and a defined benefit pension deficit of £1.2m.
This announcement is not intended to, and does not, constitute or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition (including details of how to vote in respect of the Scheme). Any vote in respect of the Scheme should be made only on the basis of the information contained in the Scheme Document. Holidaybreak Shareholders are advised to read the Scheme Document carefully, once it has been dispatched.
Please be aware that addresses, electronic addresses and certain other information provided by Holidaybreak Shareholders, persons with information rights and other relevant persons for the receipt of communications from Holidaybreak may be provided to Cox & Kings during the offer period as required under Section 4 of Appendix 4 of the City Code on Takeovers and Mergers (the "City Code").
Nomura is authorised and regulated by the Financial Services Authority. Nomura is acting for Cox & Kings and no one else in connection with the Acquisition and will not be responsible to anyone other than Cox & Kings for providing the protections afforded to clients of Nomura nor for providing advice in connection with the Acquisition or the matters referred to in this announcement.
Citi is authorised and regulated by the Financial Services Authority. Citi is acting for Holidaybreak and no one else in connection with the Acquisition and will not be responsible to anyone other than Holidaybreak for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition or the matters referred to in this announcement.
Peel Hunt is authorised and regulated by the Financial Services Authority. Peel Hunt is acting for Holidaybreak and no one else in connection with the Acquisition and will not be responsible to anyone other than Holidaybreak for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the Acquisition or the matters referred to in this announcement.
The distribution of this announcement in jurisdictions other than the UK and the availability of the Acquisition to Holidaybreak Shareholders who are not resident in the UK may be affected by the laws of such jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Holidaybreak Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Holidaybreak Shareholders resident in the United States ("US Holders") should note that the Acquisition relates to the shares of an English company, is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the United States tender offer rules. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If Cox & Kings exercises its right to implement the Acquisition by way of a takeover offer, such offer will be made in compliance with applicable United States laws and regulations.
The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the cancellation of its Holidaybreak Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Holidaybreak Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and claims arising out of United States federal securities laws, since Cox & Kings and Holidaybreak are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. Further, it may be difficult to compel a non-United States company and its affiliates to subject themselves to a United States court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Cox & Kings or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Holidaybreak Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
For further media details, contact: Thomas C Thottathil, Head - Corporate Communications; 9820191042; firstname.lastname@example.org