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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| West. & Orient. | LSE:WEST | London | Ordinary Share | GB00B104S049 | ORD 0.5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.08 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 4023J
Western & Oriental plc
30 March 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
("Western & Oriental" or the "Company")
Western & Oriental announces GBP1.98 million fundraising and Trading Update
Western & Oriental, the specialist and luxury travel group, announces that it
has raised approximately GBP1.98 million by way of a share placing. Of this
amount, GBP1.5 million is a firm placing utilising an authority provided at the
annual general meeting on 7 April 2009 to the directors to issue shares for
cash, with a further GBP0.48 million contingent on the passing at its Annual
General Meeting on 31 March 2010 of the requisite authority for the directors to
issue new shares for cash. The Company also today provides an update in relation
to current trading before it enters a close period in relation to its financial
period for the six months ending 31 March 2010.
Background to the fundraising
Western & Oriental listed on AIM in March 2006 with the aim of leading the
consolidation of the highly fragmented luxury travel sector. The Company
delivered on this strategy completing 12 acquisitions until in 2008 the Group
announced that in light of worsening economic conditions it was suspending its
acquisition strategy to concentrate on consolidating its acquired businesses.
This was completed with numerous brands now integrated into two principal
divisions, W&O Travel and W&O Events.
Having consolidated the business during difficult economic conditions the
Company is now well placed to grow organically within both the specialist and
luxury travel and the conference and incentive sectors. It is intended that
proceeds from the Placing will be used to fund focussed marketing initiatives as
well as improve the Group's balance sheet and working capital position.
Admission and dealings in the Firm Placing Shares and, subject to the passing of
resolution 9 at the Company's Annual General Meeting on 31 March 2010, the
Conditional Placing Shares, are expected to commence trading on AIM on Thursday
8 April 2010.
Trading update
Despite the continued difficult trading environment driven by political
uncertainty and weakness of Sterling, the Board is pleased to announce that like
for like sales in the five months to 28 February 2010 remain ahead of management
expectations, both on a booked and departure basis.
Total like for like Group sales to the end of February on a booked basis are
some 11% ahead of the same period last year. Within the W&O Travel division,
overall booked sales for that period are 28% ahead of the previous year on a
like for like basis. Within selected product lines, year to date booked sales
are up to 65% ahead of the same period last year. As anticipated, booked sales
within the W&O Events division are behind 2009 levels, as customers from the
automotive and financial services sectors continue to experience difficulties.
The excellent performance from the W&O Travel team reflects improving consumer
confidence levels in the UK, and the Group's recent investments in sales and
marketing to drive organic growth. Moreover, the team's high customer service
levels set it apart from its direct competitors. This improved sales performance
has resulted in a growth in the forward order book of GBP1.3 million since 1
October 2009 to GBP19.8 million. Within the W&O Travel division, we are starting
to see customers return to more normal booking patterns with an average booked
time ahead of departure in excess of 90 days.
However, margins continue to remain challenging driven partly by the very
competitive environment we face and partly by the weakness of Sterling, which
has increased overseas costs significantly.
Outlook
While the Board continues to remain cautious for the reasons outlined above, we
are now well placed as we enter the stronger second half of the financial year.
The Board is optimistic with regard to the full year results, absent any
significant deterioration in the trading environment, or a further significant
fall in the value of Sterling.
Commenting on the fundraising, David Howell, Chairman, said:
"I am pleased with the support that our existing and new shareholders have shown
the Company through this share placing which was subscribed beyond our initial
expectations. The business is now well placed to take advantage of longer term
improvement in the travel and conference and incentive sectors"
The above summary should be read in conjunction with the full text of this
announcement.
Enquiries:
+-------------------------------+-------------------------------+
| Western & Oriental plc | |
+-------------------------------+-------------------------------+
| David Howell, Chairman | 020 7821 4078 |
+-------------------------------+-------------------------------+
| | |
+-------------------------------+-------------------------------+
| Collins Stewart Europe | |
| Limited (NOMAD) | |
+-------------------------------+-------------------------------+
| Adrian Hadden | 020 7523 8350 |
+-------------------------------+-------------------------------+
| | |
+-------------------------------+-------------------------------+
| Temple Bar Advisory | 020 7002 1080 |
+-------------------------------+-------------------------------+
| Tom Allison | 0778 999 8020 |
+-------------------------------+-------------------------------+
About Western & Oriental plc
Western & Oriental is a specialist and luxury travel group with a number of
established high quality brands. The Company was admitted to trading on AIM
under the ticker symbol WEST in March 2006. The Group acts as a tour operator,
travel agent and conference and incentive organisers, offering a premium service
for tailor-made and specialist packaged holiday programmes to destinations
worldwide. For more information on Western & Oriental and its individual luxury
travel brand websites, go to www.westernorientalplc.com.
FURTHER DETAILS OF THE PLACING
1. The Placing
The Company announced today that it intends to raise approximately GBP1.98
million through the issue of 131,755,608 new Ordinary Shares at the Placing
Price pursuant to the Placing. The Placing Price represents a discount of
approximately 29.4 per cent. to the closing mid-market price of 2.12 pence per
Ordinary Share as at 29 March 2010, the latest practicable date prior to the
announcement of the Placing. The Placing Shares will, when issued, rank pari
passu in all respects with the Existing Ordinary Share Capital, including the
right to receive dividends and other distributions declared following Admission.
The Placing Shares will represent approximately 36.6 per cent. of the Enlarged
Ordinary Share Capital.
The Placing is being made on a non pre-emptive basis utilising, in respect of
the Firm Placing Shares, the authority given by shareholders to issue shares on
such basis at the Company's annual general meeting on 7 April 2009 and in
respect of the Conditional Placing Shares, the proposed authority to be given by
shareholders to issue shares on such basis at the Annual General Meeting. Shares
are being issued on a non pre-emptive basis as the time and costs associated
with a pre-emptive offer are considered by the Directors to be excessive.
The issue of the Firm Placing Shares is not conditional. The issue of the
Conditional Placing Shares is conditional only on the passing of resolution 9 to
be proposed at the Annual General Meeting. The Placing has been arranged by the
Company and there are therefore no advisory fees or commissions due in relation
to the Placing, aside from a small level of administrative and legal fees.
Application will be made by the Company for the Placing Shares to be admitted to
trading on AIM.
Admission and dealings in the Firm Placing Shares and, subject to the passing of
resolution 9 at the Company's Annual General Meeting, the Conditional Placing
Shares, are expected to commence on AIM at 8.00 a.m. on Thursday 8 April 2010.
2. Placing Statistics
+---------------------------------------------------+-------------+
| Total number of Existing Ordinary Shares | 227,908,553 |
+---------------------------------------------------+-------------+
| Number of Firm Placing Shares being issued by the | 94,610,512 |
| Company | |
+---------------------------------------------------+-------------+
| Number of Conditional Placing Shares being issued | 37,145,096 |
| by the Company | |
+---------------------------------------------------+-------------+
| Total number of Placing Shares | 131,755,608 |
+---------------------------------------------------+-------------+
| Number of Placing Shares as a percentage of the | 57.8 % |
| Existing Ordinary Share Capital | |
+---------------------------------------------------+-------------+
| Number of Placing Shares as a percentage of the | 36.6 % |
| Enlarged Share Capital | |
+---------------------------------------------------+-------------+
| Total number of Ordinary Shares in issue | 359,664,161 |
| following Admission | |
+---------------------------------------------------+-------------+
| Placing Price | 1.5 pence |
+---------------------------------------------------+-------------+
| Market capitalisation of the Company immediately | GBP5.4 |
| following the Placing at the Placing Price | million |
+---------------------------------------------------+-------------+
3. Expected Timetable of Events
+-------------------------------------------+-------------------+
| Annual General Meeting | 9.30 a.m. on 31 |
| | March 2010 |
+-------------------------------------------+-------------------+
| Admission and commencement of dealings in | 8.00 a.m. on 8 |
| the Placing Shares | April 2010 |
+-------------------------------------------+-------------------+
4. Directors' Shareholdings
The beneficial and non-beneficial interests of the Directors in Ordinary Shares
(not including unexercised options over Ordinary Shares) on the date of this
announcement and following the Placing are set out below:
+------------+------------+------------+------------+------------+
| | Existing | Following the Placing |
+------------+-------------------------+-------------------------+
| Director | Number of | Percentage | Number of | Percentage |
| | Ordinary | of issued | Ordinary | of |
| | Shares | ordinary | Shares | Enlarged |
| | | share | | Share |
| | | capital | | Capital |
+------------+------------+------------+------------+------------+
| | | | | |
+------------+------------+------------+------------+------------+
| Alan | 1,500,000 | 0.66% | 4,000,000 | 1.11% |
| Barber | | | | |
+------------+------------+------------+------------+------------+
| Kerry | 0 | 0% | 0 | 0% |
| Golds | | | | |
+------------+------------+------------+------------+------------+
| Jeremy | 0 | 0% | 0 | 0% |
| Goldberg | | | | |
+------------+------------+------------+------------+------------+
| Pamela | 1,000,000 | 0.44% | 1,000,000 | 0.28% |
| Harper | | | | |
+------------+------------+------------+------------+------------+
| David | 842,083 | 0.37% | 1,508,750 | 0.42% |
| Howell | | | | |
+------------+------------+------------+------------+------------+
| Ian Neale | 406,773 | 0.18% | 1,073,440 | 0.30% |
+------------+------------+------------+------------+------------+
| | | | | |
+------------+------------+------------+------------+------------+
The following options over Ordinary Shares are held by the Directors pursuant to
the Share Option Schemes:
+------------+--------------+------------------+-----------------+
| Director | Number of | Latest date for | Exercise price |
| | Ordinary | Exercise | (p) |
| | Shares | | |
| | subject to | | |
| | options | | |
+------------+--------------+------------------+-----------------+
| | | | |
+------------+--------------+------------------+-----------------+
| Kerry | 491,803 | 14 January 2017 | 15.25 |
| Golds | | | |
+------------+--------------+------------------+-----------------+
| David | 454,541 | 2 January 2016 | 22.00 |
| Howell | | | |
+------------+--------------+------------------+-----------------+
| David | 703,125 | 6 December 2016 | 16.00 |
| Howell | | | |
+------------+--------------+------------------+-----------------+
| David | 909,090 | 9 December 2017 | 11.00 |
| Howell | | | |
+------------+--------------+------------------+-----------------+
| Ian Neale | 110,000 | 31 May 2014 | 40.00 |
+------------+--------------+------------------+-----------------+
| Ian Neale | 295,454 | 2 January 2016 | 22.00 |
+------------+--------------+------------------+-----------------+
| Ian Neale | 250,000 | 8 January 2017 | 15.00 |
+------------+--------------+------------------+-----------------+
| Ian Neale | 227,272 | 9 December 2017 | 11.00 |
+------------+--------------+------------------+-----------------+
| | | | |
+------------+--------------+------------------+-----------------+
| Total | 3,441,285 | | |
+------------+--------------+------------------+-----------------+
The following awards over Ordinary Shares are held by the Directors pursuant to
the Company's Long Term Incentive Plan:
+------------+--------------+------------------+-----------------+
| Director | Number of | Date of Award | Release Date of |
| | Ordinary | | Award subject |
| | Shares | | to satisfaction |
| | subject to | | of performance |
| | awards | | conditions |
+------------+--------------+------------------+-----------------+
| | | | |
+------------+--------------+------------------+-----------------+
| Kerry | 1,818,182 | 10 December 2007 | 10 December |
| Golds | | | 2010 |
+------------+--------------+------------------+-----------------+
| Kerry | 2,162,162 | 3 October 2008 | 3 October 2011 |
| Golds | | | |
+------------+--------------+------------------+-----------------+
| Kerry | 3,031,304 | 7 December 2009 | 7 December 2012 |
| Golds | | | |
+------------+--------------+------------------+-----------------+
| David | 5,272,727 | 10 December 2007 | 10 December |
| Howell | | | 2010 |
+------------+--------------+------------------+-----------------+
| David | 6,270,270 | 3 October 2008 | 3 October 2011 |
| Howell | | | |
+------------+--------------+------------------+-----------------+
| David | 4,395,391 | 7 December 2009 | 7 December 2012 |
| Howell | | | |
+------------+--------------+------------------+-----------------+
| Ian Neale | 2,363,636 | 10 December 2007 | 10 December |
| | | | 2010 |
+------------+--------------+------------------+-----------------+
| Ian Neale | 2,810,810 | 3 October 2008 | 3 October 2011 |
+------------+--------------+------------------+-----------------+
| Ian Neale | 3,940,695 | 7 December 2009 | 7 December 2012 |
+------------+--------------+------------------+-----------------+
| | | | |
+------------+--------------+------------------+-----------------+
| Total | 32,065,177 | | |
+------------+--------------+------------------+-----------------+
5. Related Party transactions
The participation of Alan Barber, David Howell, Ian Neale (Directors of the
Company) and Fortelus Asset Management (a substantial shareholder under the AIM
Rules) in the Placing is a Related Party Transaction under AIM Rule 13.
+-------------------------------+----------------+-----------------+
| | No of Ordinary | % of Enlarged |
| | Shares | Ordinary Share |
| | | Capital |
+-------------------------------+----------------+-----------------+
| David Howell | 666,667 | 0.19% |
+-------------------------------+----------------+-----------------+
| Ian Neale | 666,667 | 0.19% |
+-------------------------------+----------------+-----------------+
| Alan Barber | 2,500,000 | 0.70% |
+-------------------------------+----------------+-----------------+
| Fortelus Asset Management | 14,479,941 | 4.03% |
+-------------------------------+----------------+-----------------+
The Directors of the Company (excluding David Howell, Ian Neale and Alan Barber
who are participating in the Placing) consider, having consulted with its
nominated adviser, that the participation in the Placing by the Directors and
substantial shareholder listed above is fair and reasonable insofar as
shareholders are concerned.
6. Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
+----------------------------+----------------------------------+
| "Admission" | admission of the Placing Shares |
| | to trading on AIM becoming |
| | effective in accordance with the |
| | AIM Rules; |
| | |
+----------------------------+----------------------------------+
| "AGM" or "Annual | the annual general meeting of |
| General Meeting" | Western & Oriental to be held at |
| | Welby House, 96 Wilton Road, |
| | London SW1V 1DW at 9.30 a.m. on |
| | 31 March 2010; |
| | |
+----------------------------+----------------------------------+
| "AIM" | AIM, a market regulated by the |
| | London Stock Exchange; |
| | |
+----------------------------+----------------------------------+
| "AIM Rules" | the rules for AIM companies and |
| | their nominated advisers |
| | published by the London Stock |
| | Exchange governing admission to |
| | and the operation of AIM (as |
| | amended from time to time); |
| | |
+----------------------------+----------------------------------+
| "Board" or "Directors" | the directors of Western & |
| | Oriental, namely David Howell, |
| | Ian Neale, Kerry Golds, Pamela |
| | Harper, Alan Barber and Jeremy |
| | Goldberg; |
| | |
+----------------------------+----------------------------------+
| "Company" or "Western & | Western & Oriental plc, a |
| Oriental" | company incorporated and |
| | registered in England and Wales |
| | with company number 4450174; |
| | |
+----------------------------+----------------------------------+
| Conditional Placing Shares | the 37,145,096 new Ordinary |
| | Shares to be issued by the |
| | Company pursuant to the Placing; |
| | |
+----------------------------+----------------------------------+
| "Enlarged Ordinary Share | The issued share capital of the |
| Capital" | Company immediately following |
| | completion of the Placing; |
| | |
+----------------------------+----------------------------------+
| "Existing Ordinary Share | The 227,908,553 Ordinary Shares |
| Capital" | in issue as at the date of the |
| | Placing; |
| | |
+----------------------------+----------------------------------+
| Firm Placing Shares | the 94,610,512 Ordinary Shares |
| | to be issued by the Company |
| | pursuant to the Placing; |
| | |
+----------------------------+----------------------------------+
| "Group" | Western & Oriental plc and its |
| | subsidiary undertakings; |
| | |
+----------------------------+----------------------------------+
| "London Stock Exchange" | London Stock Exchange plc; |
| | |
+----------------------------+----------------------------------+
| "Ordinary Shares" | the ordinary shares of 0.5 pence |
| | each in the capital of the |
| | Company; |
| | |
+----------------------------+----------------------------------+
| "Placee" | any person who becomes committed |
| | to acquire Placing Shares under |
| | the Placing having given oral |
| | agreement to do so in accordance |
| | with the terms and conditions of |
| | the Placing to the Company; |
| | |
+----------------------------+----------------------------------+
| "Placing" | The placing of the Firm Placing |
| | Shares and the Conditional |
| | Placing Shares; |
| | |
+----------------------------+----------------------------------+
| "Placing Price" | 1.5 pence per Placing Share; |
| | |
+----------------------------+----------------------------------+
| "Placing Shares" | the Firm Placing Shares and the |
| | Conditional Placing Shares (and |
| | Placing Shares shall be |
| | construed accordingly); |
| | |
+----------------------------+----------------------------------+
| "UK" or "the United | the United Kingdom of Great |
| Kingdom" | Britain and Northern Ireland; |
| | |
+----------------------------+----------------------------------+
| "Sterling" | the currency of the UK; |
+----------------------------+----------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
TSTEAPDEDEXEEEF
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