Media Release
Shareholder Offer To Purchase Up To $5,000 Worth Of Shares At Approximately 16% Discount
25th March 2003
Your company, Webjet Limited, has experienced extraordinary growth over the last 18 months. On behalf of my fellow directors, I can say with confidence that Webjet is better positioned to achieve commercial success than at any time in its history.
Webjet’s turnover has approximately doubled from one year ago to a record high of $2.1m in January this year. This represents an increase of nearly ten times compared to January 2001.
On the 26th February 2003 Webjet announced that Galileo International, Inc., one of the world’s leading providers of electronic global distribution services for the travel industry, had agreed to increase its shareholding in Webjet from 4% to up to 20%. Galileo is owned by the American Cendant Group which has a market capitalisation of some US$14b and in turn owns Avis, Best Western, Ramada, the ICI timeshare resort group, Century 21, Cheap Tickets, Trip.com, amongst other associated entities.
The online travel market was to some extent conjecture three years ago when Webjet started operations. Now, the sale of travel on the internet is a fact with Virgin Blue and Qantas successfully selling tickets online. According to Phocus Wright, a major research group, the worldwide online travel market is growing at approximately 30% per annum and in the United States alone the online travel market is expected to grow from US$25b in 2001 to around US$65b in 2005. We consider that the Australian and United States markets are at similar stages of development and anticipate the same proportional growth in the Australian market over the next few years.
Against this background, we consider that the expansion of Webjet’s partnership with Galileo and an associated fund raising of $3.6m will add substantial international reach and online resources to grow Webjet’s revenue and profitability and capitalise on growth opportunities within the travel industry. Funds will be used to develop an enhanced online booking engine, improving reservation capacity and customer access to travel and associated services in Australia and internationally.
Galileo, through GIW Holdings CV, has agreed to subscribe for up to half of this $3.6m fund raising. The balance of funding will be raised from an offer to existing Webjet shareholders, via a placement to institutional and private investors and also by way of the directors of the Company in their personal capacity subscribing for additional ordinary shares. Further details of those arrangements are set out in the attached explanatory statement.
The Share Purchase Plan ("SPP") is underwritten by Intersuisse Corporate to the extent of $600,000.
"Galileo is committed to the success of the Australian travel market and Webjet represents a talented young company with tremendous experience and success in the growing online travel market place". Sam Galeotos, President and Chief Executive Officer of Galileo International. |
Accordingly, we are now delighted to offer you, as a Webjet shareholder, the opportunity to participate in a Share Purchase Plan and acquire Webjet shares at the same price as Galileo, which is at a significant discount to the current market price. Applications can be made to subscribe for the purchase of shares in parcels of $1,500, $3,000 and $5,000. Shares purchased under the plan will not attract brokerage, stamp duty or any other transaction costs.
To participate in the SPP, it is essential that your completed application form, together with your cheque in Australian dollars, is returned so that we receive it no later than 24 April 2003. Applications received after the closing date cannot be accepted.
The directors of the Company intend to personally participate in the SPP.
Further information in relation to your company’s plans for the future are included in our investor presentation pack which has been filed with the ASX and can be accessed on our website under Investor Relations/About Us (www.webjet.com.au). Webjet has secured a strong position in the Australian online travel market. My fellow directors and I appreciate your support as a shareholder and your participation in the SPP as we enter what we believe will be a most exciting phase of our development.
Yours sincerely
WEBJET LIMITED
David Clarke
Managing Director
WEBJET LIMITED
SHAREHOLDER PURCHASE PLAN
Eligible Shareholders can purchase up to $5000 of Webjet
Shares at an approximate 16% Discount*
webjet.com.au
This is an important document that requires your attention
* The new shares pursuant to the Share Purchase Plan will be issued at $0.05 per share, which equates to an approximate 16% discount to the weighted average sale price of Webjet Limited shares for the 20 business days prior to the Galileo announcement on 26 February 2003, which was $0.060 per share. The volume weighted average price of a share in the Company for the period 26 February 2003 through to 14 March 2003 was $0.057.
WEBJET LIMITED - SHARE PURCHASE PLAN
TERMS & CONDITIONS
Webjet Limited ("Webjet") is giving eligible shareholders the opportunity to buy more ordinary shares in Webjet through a Share Purchase Plan ("SPP") at a significant discount on the value of Webjet shares at the date of sending this document. This letter sets out the terms and conditions of the offer under the SPP, which is managed by Intersuisse Corporate Pty Ltd. Please read this document carefully. By accepting the offer to purchase shares under the SPP, you have agreed to be bound by these terms and conditions and the constitution of Webjet. Please note that the Company has been granted a waiver in from Listing Rule 7.1 of the ASX Listing Rules by Australian Stock Exchange Limited in relation to the issue of shares under the SPP so that shareholder approval in respect of the issue is not required. Please also note that the directors of Webjet intend to personally participate in the SPP.
1. Who may participate in the offer?
You will be eligible to participate in the Share Purchase Plan ("SPP") if you were a registered holder of fully paid ordinary shares of Webjet at 10.00pm on 25 March 2003 ("Record Date") with a registered address in Australia.
A trustee or nominee expressly noted on a company register may receive an offer for each occasion they are separately recorded as a trustee or nominee for a different beneficiary named on that register.
The offer under the SPP is non-renounceable. This means that you cannot transfer your right to purchase shares under the offer to anyone else. All eligible shareholders of Webjet will receive the same offer, irrespective of the number of shares which they hold on the record date.
Participation in the Plan is optional and is subject to these terms and conditions. In deciding whether to accept the enclosed offer of Shares, you should seek your own independent financial, legal and taxation advice in respect of the Plan.
2. How much can you invest?
In any consecutive 12 month period, the maximum value of shares for which each eligible shareholder may subscribe under the Plan is $5,000 (or such lesser amount as the Board may determine in its discretion). This limit applies to each shareholder even if that person holds shares in more than one capacity – for example, as a sole holder and as a first (or subsequent) named holder of two or more joint holders.
Under the SPP, eligible shareholders may invest, at the shareholders option, one of the following amounts in subscribing for additional Webjet shares:
$1,500 | $3,000 | $5,000 |
3. How has the issue price of the shares been calculated?
The issue price for each share under the Plan is $0.05, which is an approximate 16% discount to the weighted average price of Webjet ordinary shares traded on ASX over the 20 business days immediately prior to 26 February 2003.
The market price of shares in Webjet may rise or fall. This means that the subscription price of $0.05 which a shareholder pays for the shares may exceed the market price of the shares at the time of the allotment of the shares under this offer. Any change in market price of Webjet shares will not affect the price at which a participant is to receive Webjet shares under the Plan.
4. What are the Costs of Participation?
No brokerage, commissions, stamp duty or other transaction costs will be payable by shareholders in respect of the application for, and issue of, shares under the Plan.
5. When can you trade the shares on ASX?
It is anticipated that the shares allotted to you under the SPP will be quoted on Australian Stock Exchange Limited on or about the 8 May 2003 and you should receive your holding statement or confirmation advice shortly after this date. You should confirm your holdings before trading in any shares you believe have been issued to you.
Shares issued under the SPP will rank equally with all other ordinary shares in Webjet on issue as of the date of issue and will therefore carry the same voting rights, dividend rights and other entitlements as those shares.
6. When does the offer close?
The SPP offer will close at 5.00 pm Melbourne time on 24 April 2003. However, Webjet reserves the right to amend, suspend or terminate the SPP at any time before any shares are issued under the SPP.
7. How do you pay for the shares?
If you wish to apply for any shares under the SPP, you should complete the enclosed Application Form and forward it with your payment by cheque made payable to "Webjet SPP" in the enclosed reply paid envelope (allowing enough time for mail delivery so that it is received by Computershare Investor Services Pty Limited no later than the 10.00 pm Melbourne time on 24 April 2003.
Applications received after10.00 pm 24 April 2003 will not be accepted. If the amount of money is not the same as the amount indicated by your "X" in the appropriate box on the Application Form, Webjet reserves the right to return your application form and cheque and not issue any Webjet shares to you.
8. Amendment, Suspension and termination of the Plan
The Board may, in its discretion, amend, suspend or terminate the Plan at any time and adopt any administrative procedures it thinks appropriate in relation to the Plan. Webjet may issue to any person fewer shares than subscribed for under the Plan (or none at all) if Webjet believes that the issue and allotment of those shares would contravene any law or the rules of any stock exchange on which Webjet shares are quoted.
9. Dispute Resolution
Webjet may settle, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise under or in connection with the operation of the Plan, whether generally or in relation to any participant or class of participants, offer, application or shares, and the decision of Webjet shall be conclusive and binding on all participants and other persons to whom the determination relates.
Webjet reserves the right to waive compliance with any provision of these terms and conditions.
10. Privacy
Chapter 2C of the Corporations Act 2001 requires information about shareholders (including name, address and details of the shares held) to be included in Webjet’s public register. If a shareholder ceases to be a shareholder, Chapter 2C of the Corporations Act 2001 requires this information to be retained in Webjet's public register. These statutory obligations are not altered by the Privacy Act 1988 (Cth) as amended. Information is collected to administer shareholders' security holdings.
11. How can you make further inquiries?
If you have any questions in respect of the Plan, please contact Computershare or Intersuisse:
| Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000 Tel: 1300 556 161 Fax: (08) 8236 2305 | Intersuisse Limited Level 7, 530 Collins Street, Melbourne 3000 Tel: (03) 9629 8288 OR Level 7, 5 Elizabeth Street, Sydney 2000 Tel: (02) 9233 2100 Website: www.intersuisse.com.au Email: webjet@intersuisse.com.au |
