plc Proposed acquisition of SA plc, the online provider of travel and leisure
solutions, today announces the proposed acquisition of SA, one of the largest online travel and leisure
providers in France and Italy.

(Caption:Brent Hoberman
CEO of

The acquisition will involve the issue of up to 34,645,088 new
shares in exchange for the outstanding shares and
warrants of of which 27,999,940 are expected to be
issued at completion and the majority of the balance on or before 28
February 2003 and places a value on of £31.9 million
(approximately 49.6 million)
offers customers online access to flights and package
holidays in France, Italy, Spain and Belgium.  Approximately 65.0 per
cent. of transactions were initiated online during 2001.  Sales
support is provided from a sophisticated 24 hour/7 day per week call
centre based just outside Paris.  During the year to 31 December 2001
flights amounted to 52.4 per cent. of total transaction value (TTV).
Package holidays, both self-packaged and pre-packaged, amounted to
43.3 per cent. of TTV. grew overall TTV from ?31.4 million in 2000
to ?67.3 million in 2001, a growth rate of 114.3 per cent.
with sales of package holidays growing by 179.3 per cent.  For the
year to 31 December 2001 achieved gross margins of
approximately 9.5 per cent. and a loss before tax and after
exceptional items of ?(23.2) million.  The restructuring of
the group during the current financial year has
reduced the loss and cash outflow significantly.  The continued
growth in the sales of package holidays has improved the overall
margin to more than 10.5 per cent. as the gross margins on package
holidays are higher than those achieved on flights.  Net assets at 31
December 2001 amounted to ?7.2 million and cash and
financial deposits at 30 June 2002 amounted to more than
?10.0 million.


It is proposed that Roland Coutas, the Chief Executive of, will join the Executive Committee of
with effect from 1 March 2003.
Commenting on the proposed acquisition:

Allan Leighton, Chairman of said:

“This major acquisition in France demonstrates our ability to
continue to play a significant role in the consolidation of the
online travel market in Europe.  The powerful combination of France and brings scale that is
unrivalled in the French online travel market.”

Brent Hoberman
, Chief Executive of commented:

“The combination of and further
enhances`s leadership in both France and Italy.  This
broadens our supply base, leverages substantial cost and margin
synergies and provides a significant improvement in the supply for

Roland Coutas, Chief Executive of said:

“We are delighted to become part of the European online market leader
in the travel and leisure sector.  It enables us to leverage the
combined business strengths in Southern Europe and provides a
platform for continued significant growth.”
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