Media Release
Webjet Completes Arrangements With Galileo
3rd February 2004
Further to the market announcements made on 1 December 2003 and 19 January 2004 in respect of the Travel Service Aggregator software (TSA), Webjet today announced that arrangements with Galileo International Group in respect of the TSA have been finalised.
Commenting, Webjet's Managing Director David Clarke said: "This finalisation represents the culmination of in excess of 18 months work between Webjet, Microsoft and Galileo and has resulted in the on time and on budget release of the platform to the Australian market. Under Webjet's arrangements with Galileo, Webjet has transferred ownership of the intellectual property rights in the TSA to Galileo in return for the final payment by Galileo of $800,000. Importantly, as intended by Webjet and Galileo, Webjet will have an ongoing operating and development licence to use the TSA software. It will also continue to work collaboratively with Galileo in the ongoing development of the platform to ensure that the product remains at the leading edge of internet travel booking."
As a result of a number of factors the arrangements with Galileo were concluded on a basis that was slightly different to that envisaged at the time shareholder approval was obtained on 28 April 2003. In particular:
• Galileo agreed to waive the requirement for Webjet to raise further funding of a value equivalent to the $800,000 being provided by Galileo;
• as the TSA was developed ahead of schedule, the second, third and fourth tranches were rolled into the single payment of $800,000 by Galileo; and
• as a consequence of the application of US accounting rules that affect Galileo and the restriction contained in the original agreements preventing Galileo acquiring a voting interest in Webjet of greater than 20% in Webjet, no further shares will be issued to Galileo at this stage.
In recognition of Galileo's agreement to complete its obligations under the original agreement and yet defer its entitlement to the issued Webjet shares under that agreement, if Webjet issues shares to one or more other investors, Galileo will have a right to require that Webjet also issue further shares to Galileo at the same price per share as the other investor(s). That right is subject to the following:
• it is capped at a nominal subscription amount of $800,000;
• as any further issue to Galileo will not fall within the shareholder approval obtained at the meeting on 28 April 2003, it is subject to Webjet obtaining any necessary shareholder approval prior to the issue of such shares; and
• it is also subject to Galileo not being in breach of Chapter 6 of the Corporations Act.
Webjet's Managing Director David Clarke also said "Webjet is delighted with the outcome and particularly acknowledges the contribution by Galileo and Microsoft in Australia to the completion of the TSA project. It is an extraordinary accomplishment to complete a project of this scope and complexity in less than 12 months from its commencement. We are confident that the platform's success will further propel Webjet's growth"
