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© 2008 Travelzest plc

Issue of exchangeable shares

05 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:

 

Travelzest plc

01442 874322

Christopher Mottershead

 

www.travelzestplc.com

 

 

 

Investec

0207 597 5970

Martin Smith/Erik Anderson

 

 

 

Redleaf Communications

020 7822 0200

Samantha Robbins/Anna Dunkin

 

 

 

Definitions:

 

 

“Acquisition”

the acquisition of iTravel2000.com by Travelzest announced on 12 September 2006

 

“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

 

“CanCo”

6615716 Canada Inc., a company incorporated under the federal laws of the Province of British Columbia, Canada on 22 August 2006

 

“Company” or “Travelzest”

Travelzest plc

 

“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

 

"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

 

“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

 

“Ordinary Shares”

Ordinary shares of 2 pence each in the Company

 

“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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