The Board of ebookers
announces that at the Court Meeting held earlier today ebookers Shareholders have voted by the requisite majority to approve the Scheme to implement the recommended Acquisition of ebookers by Cendant Bidco. In addition, the special resolution proposed at the subsequent ebookers EGM
was duly passed. In accordance with the Scheme, ebookers Shareholders
will, within 14 days of the Scheme becoming effective, receive 320 pence
in cash for each ebookers Share held at 6:00p.m. on the Business Day
immediately prior to the Effective Date of the Scheme.
The hearing of the petition to the Court to sanction the Scheme and to
confirm the Capital Reduction is expected to take place on 24 February
2005. Subject to the Court sanctioning the Scheme and confirming the
Capital Reduction, and the satisfaction of certain other outstanding
Conditions, the Effective Date of the Scheme is expected to be 28 February
2005. Listing and dealings in ebookers Shares on the London Stock
Exchange are expected to be suspended and ebookers Shares are expected to
cease to settle in CREST as of 4.30 p.m. (London time) on 25 February
2005. Dealings in ebookers ADSs on NASDAQ are expected to be suspended
with effect from close of business (New York time) on 25 February 2005
and the ebookers ADS register is also expected to close on that date.
Copies of the special resolution passed at the ebookers EGM have been
submitted to the UK Listing Authority and are available for inspection by
the public at the UK Listing Authority’s Document Viewing Facility which
is situated at: Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000) during normal
business hours on any weekday (except public holidays) until the
completion of the Acquisition.
Unless otherwise stated, all references to time in this announcement are
to London time. The dates in this announcement are indicative only. These
dates depend, amongst other things, on the date upon which the Court
sanctions the Scheme and confirms the Capital Reduction, the date on which
the Court Order is delivered to the Registrar and whether the Conditions
are satisfied or, if capable of waiver, waived.
Capitalised terms used and not otherwise defined in this announcement have
the meanings ascribed to them in the Scheme Document.
Credit Suisse First Boston, which is regulated in the United Kingdom by
the Financial Services Authority, is acting as financial adviser to
ebookers and no one else in connection with the Acquisition and will not
be responsible to anyone other than ebookers for providing the protections
afforded to customers of Credit Suisse First Boston nor for providing
advice in relation to the Acquisition.
Ernst & Young, which is regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to ebookers solely for
the purposes of Rule 3 of the Code and is not acting as adviser to anyone
else in connection with the Acquisition and will not be responsible to
anyone other than ebookers for providing the protections afforded to
clients of Ernst & Young nor for providing advice in relation to the
Citigroup Global Markets Limited (“Citigroup”), which is regulated in the
United Kingdom by The Financial Services Authority, is acting for Cendant
and Cendant Bidco in connection with the Acquisition and the Scheme and no
one else and will not be responsible to anyone other than Cendant and
Cendant Bidco for providing the protections afforded to customers of
Citigroup nor for providing advice in relation to the Acquisition or the
Scheme, or any matter referred to herein.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer
to buy or subscribe for any securities. Any response in relation to the
Acquisition should be made only on the basis of the information contained
in the Scheme Document or any document by which the Offer is made.