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Issue of exchangeable shares
5 March 2008
Issue of exchangeable
shares
Travelzest, the online travel group offering
specialist travel programmes, announces that, pursuant to the terms
of the acquisition of itravel2000.com announced on 12 September
2006, Additional Consideration of 2,507,287 Exchangeable Shares and
a cash payment of CAD$ 4,750,000 has become payable to the Vendors
as a result of itravel2000.com achieveing its profit target for the
year ended 31 October 2007. No further consideration is
payable to the Vendors.
The Company now has 10,572,614 Exchangeable
Shares in issue. The Exchangeable Shares are required to be
exchanged on a one for one basis for Ordinary Shares in Travelzest
before 16 October 2011.
Enquiries:
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Travelzest plc |
01442
874322 |
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Christopher
Mottershead |
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www.travelzestplc.com |
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Investec |
0207 597
5970 |
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Martin
Smith/Erik Anderson |
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Redleaf Communications |
020 7822
0200 |
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Samantha
Robbins/Anna Dunkin |
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Definitions:
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“Acquisition” |
the
acquisition of iTravel2000.com by Travelzest announced on 12
September 2006
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“Additional Consideration” |
the
contingent consideration to be paid by the Company to the Vendors
following the audit of itravel2000.com for the year ending 31
October 2007
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“CanCo” |
6615716 Canada Inc., a company incorporated under the federal laws
of the Province of British Columbia, Canada on 22 August 2006
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“Company” or “Travelzest” |
Travelzest plc
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“ExchangeCo” |
0763756 B.C. Ltd, a company incorporated under the laws of the
Province of British Columbia, Canada in respect of which CanCo will
own Exchangeable Shares
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"Exchangeable Shares" |
class A
non-voting exchangeable shares issued by ExchangeCo to CanCo, which
shares may, pursuant to the Exchangeable Share Provisions and the
terms of the Exchange Agreement be exchanged for Ordinary
Shares
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“iTravel2000.com” |
1360944 Ontario Inc. (operating as
itravel2000.com), a company incorporated under the laws of the
Province of Ontario with Ontario registration number
01360944
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“Ordinary Shares” |
Ordinary
shares of 2 pence each in the Company
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“Vendors” |
the
shareholders of itravel2000.com prior to the Acquisition being
Shane G. Carroll, Jonathan G. Carroll, Jeffrey D. Mackenzie, J.
Brian Hewlitt and CanCo |
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