Webjet (WEB) announced today the acquisition of Jactravel, and an associated capital raising.
The acquisition for an enterprise value of £200 million will be funded by a fully underwritten accelerated pro rata non-renounceable entitlement offer ("Entitlement Offer"), cash and debt funding and an issue of new Webjet shares to continuing management shareholders and the existing private equity owner of JacTravel ("Vendor Share Placement").
JacTravel is a market leading global B2B travel business based in Europe. Operating a multibrand strategy via JacTravel and TotalStay, the company connects an extensive range of suppliers with travel providers and specialises in both multi-channel hotel distribution and tailored tours to inbound traveler groups visiting Europe. JacTravel has market leading positions in its core segments and is one of the largest independent platforms in Europe by TTV, with strong presence in key international cities.
The cash consideration for the Acquisition will be funded by the proceeds of the Entitlement Offer and A$145 million of existing cash reserves and debt funding. In addition, approximately 2.7 million new Webjet shares will be issued to continuing management shareholders and the private equity vendor of JacTravel at an issue price of A$10.94 per share, representing c.9% of the purchase price. The shares issued under the Vendor Share Placement will represent approximately 2% of Webjet's issued capital after completion of the Entitlement Offer.
The acquisition is expected to complete on 31 August 2017.
Entitlement Offer
The Entitlement Offer is a fully underwritten accelerated pro rata non-renounceable entitlement offer, to raise approximately A$164 million. Under the Entitlement Offer, eligible shareholders are invited to subscribe for 1 new Webjet share for every 6 existing Webjet shares ("Entitlement") held as at 7:00pm (Sydney time) on Monday, 7 August 2017 ("Record Date"). The offer price of A$10.00 per new share represents an 8.6% discount to the theoretical exrights price of A$10.94 on 1 August 20179 . Approximately 16.4 million new Webjet shares will be issued under the Entitlement Offer. New shares will rank equally with existing shares.
Institutional Entitlement Offer
Eligible institutional shareholders will be invited to participate in the Entitlement Offer for institutional shareholders ("Institutional Entitlement Offer") which is being conducted today, Wednesday, 2 August 2017 and tomorrow, Thursday, 3 August 2017. Eligible institutional shareholders can choose to take up all, part or none of their Entitlement. Institutional Entitlements cannot be traded on market or transferred. Institutional Entitlements that eligible institutional shareholders do not take up by the close of the Institutional Entitlement Offer, and institutional Entitlements that would otherwise have been offered to ineligible institutional shareholders, will be offered to new and existing institutional investors concurrently with the Institutional Entitlement Offer. Webjet’s shares will remain in a trading halt pending completion of the Institutional Entitlement Offer.
Retail Entitlement Offer
Eligible retail shareholders in Australia and New Zealand will be invited to participate in the Entitlement Offer for retail shareholders ("Retail Entitlement Offer") at the same offer price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will open on Thursday, 10 August and close at 5:00pm on Tuesday, 22 August. Eligible retail shareholders may also apply for New Shares in excess of their Entitlement up to a maximum of 50% of their Entitlement.
Credit Suisse and UBS acted as Webjet’s joint financial advisers, joint lead managers and underwriters to the Entitlement Offer.
For further detail, please see www.webjet.com.au
