All capitalised terms in this announcement have the same
meaning as defined in the circular to Shareholders dated 5 August
2009.
Further to the announcements made by the Company on 28 August
2009 concerning the passing of all the Resolutions at the General
Meeting and the subsequent non-payment by NewCo of GBP2.0 million
to Travelzest which led to a suspension of the Company's shares on
28 August 2009, the Company announces that it has procured a
further GBP2.0 million of funding (the "Additional Funding") from
certain Placees representing 40,000,000 New Ordinary Shares. In
total, therefore, the number of New Ordinary Shares to be issued
pursuant to the Placing remains 114,170,000, as was anticipated in
the Circular. The Placing Price remains 5 pence per New Ordinary
Share.
The Additional Funding has been sourced from, inter alia,
Merchant Securities, Mark Molyneux and Jack Fraser. Mark Molyneux
and Jack Fraser, the Group's non-Executive Chairman and Chief
Operating Officer and Financial Director respectively, are each a
related party of the Company by virtue of their directorships. The
placing of New Ordinary Shares in connection with the Additional
Funding to Mark Molyneux and Jack Fraser will, accordingly, be
treated as related party transactions under the AIM Rules.
Merchant Securities is classified as a related party of the
Company by virtue of its substantial shareholding (as defined in
the AIM Rules) in the Company. The placing of New Ordinary Shares
to Merchant Securities in association with the Additional Funding
will, accordingly, be treated as a related party transaction under
the AIM Rules.
The Directors (other than Mark Molyneux and Jack Fraser), having
consulted with Investec in its capacity as Nominated Adviser to the
Company, consider that the terms of the related party transactions
with the related parties described above are fair and reasonable
insofar as the Company's shareholders are concerned.
The number of New Ordinary Shares placed with related parties in
connection with the Additional Funding and their expected resultant
shareholdings following the Placing are set out below.
| Name |
Existing
holding |
%
of
Existing
ISC |
Shares subscribed
for under the
Placing (including in
connection with the
Additional
Funding) |
Resultant
holding |
%
of
Enlarged
ISC |
| Merchant Securities |
7,842,273 |
25.3 |
28,120,000 |
35,962,273 |
24.8% |
| Jack Fraser* |
Nil |
Nil |
13,280,000 |
13,280,000 |
9.2% |
| Mark Molyneux* |
39,682** |
0.1 |
15,520,000 |
15,559,682 |
10.7% |
* Excludes interests under Options and Incentive Options as set
out in the Circular to Shareholders dated 5 August 2009
** Registered in the name of Pershing Nominees Limited, an account
of Merchant Securities and included in the Merchant Securities
existing and resultant holding above
The New Ordinary Shares will be issued credited as fully paid
and will rank pari passu with the Issued Share Capital (including
the right to receive all dividends or other distributions declared,
made or paid thereon after the date of Admission).
Admission of the New Ordinary Shares to trading on AIM and
commencement of dealings are expected to take place on 9 September
2009.
The Company has also requested the restoration of the Company's
shares to trading on AIM, which is expected to occur at 07:30 on 9
September 2009.
Barclays has agreed that the Amended Facility Agreement will
become effective on admission of the New Ordinary Shares.
On admission of the New Ordinary Shares, the Company will have
145,136,100 Ordinary Shares in issue.
This announcement does not form part of any offer of
securities, or constitute a solicitation of any offer to purchase
or subscribe for securities in any jurisdiction.
For further information contact:
| Travelzest plc |
020 7887 1981 |
| Mark Molyneux / Jack Fraser |
|
| |
|
| Investec Investment Banking |
020 7597 5970 |
| Martin Smith / Duncan Williamson |
|
