Wednesday, 16 May 2012 All Leisure Group announced that it has reached an agreement withthe shareholders of Page & Moy Travel Group Limited to acquire,on a debt free basis, 100% of the share capital of Page & MoyTravel Group. The consideration will be a total of 4.2 million, beforededuction of Page & Moy Travel Group s transaction costs,payable in cash. The consideration will be funded with a 5.8million loan from a consortium of individual investors. Summary information on the Acquisition Page & Moy Travel Group, a leading tour operator offeringholidays to a wide range of overseas destinations, has beenoffering a broad range of holidays, including touring holidays,city breaks, river and ocean cruises, safaris and classic railjourneys to the over-55s for more than 50 years. It currentlytrades under 3 brands, Travelsphere, Page & Moy and Just You,selling predominantly directly to its passengers from its dedicatedcall centre in Market Harborough.
In the year to 30 November 2011the group carried c. 88,000 passengers across its three brands. Background to and reasons for the Acquisition All Leisure has a consistent strategy which is to achieve growth byexploiting the increasing demand for destination-led cruiseholidays and by providing an increasing choice of other nicheholiday products into the over-55 English speaking market. TheDirectors believe that the Group’s chosen niche markets have anumber of fundamental attractions: Significant barriers to entry. The Directors believe that agrowing focus by regulators on safety and consumer protection israising the barriers to entry for those wishing to enter theGroup’s markets.
This is benefiting established brands with strongbalance sheets. High levels of repeat business. The Group enjoys significantrepeat passenger business, underlining the benefits of customerloyalty. In realising this strategy, organic growth opportunities will becomplemented by strategic acquisitions, reinforcing existingpositions as well as increasing All Leisure s exposure to new andattractive markets. Rationale for the Acquisition The Board believes that the acquisition of Page & Moy TravelGroup is wholly aligned with this strategy and has excellentcommercial rationale, as it both reinforces the Group s existingpositions, offering holidays to customers in the same age profile,and increases All Leisure s exposure to new markets. Small Hidden Spy Cameras
Theadvantages of this transaction include, but are not limited to: – Page & Moy Travel Group has a large UK customer databasewhich is compatible with All Leisure s. The enlarged group willhave access to a list of nearly 4 million households (mainly 55 andover) and this is expected to lower the cost of customeracquisition – Opportunities for greater cross selling across brands,particularly to fill All Leisure s expanded cruise programme – Reducing dependency on the cruise market, and introducing morebalanced global destinations such as China and North America – Providing numerous synergies across the two businesses – Strong use of scheduled flights will reduce transport costs forfly cruises – Majority of enlarged business will be direct and with both AllLeisure and Page & Moy Travel Group having high level of repeatbusiness. – Significant trading losses historically which should result infuture corporation tax savings. Financial information on the Acquisition In the year to 30 November 2011, Page & Moy Travel Group srevenue was 107.6 million an operating loss of 5.6m and,following the one-off impairment in full of the company s goodwillof 35.6 million, a loss before tax of 45.1 million. China Pipe Inspection Camera
Thefinancial statements for the year ended 30 November 2011 weresigned on completion of the deal and will be filed at CompaniesHouse within the statutory time limits. As at 30 November 2011, Page & Moy Travel Group had fixedassets of 4.4 million, including freehold property valued at 3.6 million, and net current assets of 3.1 million. Effect on All Leisure Page & Moy Travel Group has a good new management team and istargeting a return to profitability in its current financial year.All Leisure will be working closely with them to implement anintegration plan over the coming months. The Company expects toincur significant costs this year and next year to obtain thesynergies that it is seeking as a result of the Acquisition andsubsequent integration. All Leisure will fund the consideration with the Loan, which willbe repayable over 5 years. China Waterproof Sports Action Camera
Given this outstanding debt andintegration costs, the Directors believe that a dividend isunlikely to be paid by the Company in the foreseeable future as itwill be concentrating on maximising profits and shareholder valuein the medium to long term. The directors of the Group anticipate that the Acquisition will beearnings enhancing in the first full financial year followingacquisition. This statement regarding earnings enhancement is not aprofit forecast and should not be interpreted to mean that AllLeisure s earnings per share will necessarily match or exceed thehistorical earnings of All Leisure or Page & Moy Travel Group. Principal terms of the Acquisition The Company will acquire the entire shareholding of Page & MoyTravel Group, for a consideration of 4.2 million, payableimmediately on completion and which will be funded by the Loan. Theexisting bank debt of Page & Moy Travel Group will becapitalised prior to completion, such that Page & Moy TravelGroup will be acquired on a debt free basis.
Principal terms of the Loan The Loan of 5.8 million is being provided by the Consortium,the members of which include, but are not limited to, Roger Allard,Executive Chairman of the Company, and his interests; NigelJenkins, Non-Executive Director of the Company; and David Wiles,Director of All Leisure Holidays Ltd, a subsidiary of the Company,and his interests. As such, the Loan constitutes a related party transaction pursuantto Rule 13 of the AIM Rules for Companies. The directors of AllLeisure excluding Roger Allard and Nigel Jenkins, having consultedwith the Company’s nominated adviser, Panmure Gordon (UK) Limited,consider that the terms of the Loan are fair and reasonable insofaras the Company’s shareholders are concerned.