Schedule One - Travel Chapter Holdings PLC | RNS | Ticker

Schedule One - Travel Chapter Holdings PLC

RNS Announcement

RNS Number : 3330Q

AIM

27 October 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Travel Chapter Holdings plc ("Travel Chapter" or the "Group")

Proposed AIM TIDM: TCH

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Travel Chapter House

Gammaton Road

Bideford

Devon

EX39 4DF

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://investors.travelchapter.com (website content and copy to be updated ahead of Admission to fully comply with Rule 26 obligations)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Travel Chapter operates a leading online platform in the structurally growing UK holiday rental market, connecting a supplier base of property owners with their customers and providing a market leading service proposition to both.

The Group has grown its property portfolio significantly over recent years, both organically and through a number of selective bolt-on acquisitions and offers its customers access to a nationwide portfolio of over 8,000 high quality properties. It is the third largest holiday rental agency in the UK by size of property portfolio, listing approximately 10% of the UK's agency-managed holiday properties.

The Group's flagship brand, holidaycottages.co.uk, markets all of the Group's properties and is supplemented by a network of 33 regional and lifestyle brands targeting a particular customer category, demographic or location. In aggregate, the Group's websites attracted over 40 million visits in the 12 months to 31 July 2021.

The Group seeks to differentiate itself from its key competitors through the quality and exclusivity of its property portfolio, the strength of its owner relationships and its sector-leading customer service.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of £0.001 each in nominal value ("Ordinary Shares") for which Admission will be sought: TBC

Issue price per new Ordinary Share: TBC

There will be no restrictions as to transfer of Ordinary Shares, other than in respect of certain Ordinary Shares held by Directors and selling shareholders for limited periods following Admission, which will be disclosed in the Admission Document.

No Ordinary Shares will be held as treasury shares on Admission to AIM.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £TBC, of which £TBC is for the Company and £TBC is for the selling shareholders

Anticipated market capitalisation on Admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Percentage of Ordinary Shares not in public hands on Admission: TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

There are no other exchanges or trading platforms to which the Group has applied or agreed to have the Ordinary Shares admitted or traded.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Sean Williams (Independent Non-Executive Chair)

Jayne Claire McClure (Chief Executive Officer)

Timothy (Tim) John Andrew Buss (Chief Financial Officer)

Roisin Jane Catherine Donnelly (Senior Independent Non-Executive Director)

Kirk Dyson Davis (Independent Non-Executive Director)

George Thomas Edward Moss (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Before Admission				On Admission

	Ordinary Shares				Ordinary Shares
Shareholder	Number*		%*		Number	%
ECI 11 Nominees Limited		TBC		TBC	TBC	TBC
James (Jamie) Peter Morris**		TBC		TBC	TBC	TBC
TOTAL		TBC		TBC	TBC	TBC
* a reorganisation of the Group to be completed prior to Admission, pursuant to which the Company will be inserted as the new holding company of the Group. Holdings of Ordinary Shares before Admission are subject to adjustment based on final pricing. ** includes TBC Ordinary Shares held by The Jamie & Jo Discretionary Settlement

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 October

ii) 30 April 2021

iii) 30 April 2022, 31 July 2022, 30 April 2023

EXPECTED ADMISSION DATE:

Mid November 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

GCA Altium Limited

1 Southampton Street

London

WC2R 0LR

NAME AND ADDRESS OF BROKER:

Numis Securities Limited

45 Gresham Street
London

EC2V 7BF

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the Group's Admission Document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Travers Smith, 10 Snow Hill, London EC1A 2AL, and the registered office of the Group, Travel Chapter House, Gammaton Road, Bideford, Devon EX39 4DF, from the date of the Admission Document until one month from the date of Admission in accordance with the AIM Rules.

A copy of the Group's Admission Document will also be available on the Group's website at https://investors.travelchapter.com

The Admission Document will contain full details about the Group and the admission of the Ordinary Shares to trading on AIM.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Travel Chapter intends to adopt the Quoted Companies Alliance Corporate Governance Code, published by the UK Quoted Companies Alliance from Admission.

DATE OF NOTIFICATION:

27 October 2021

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One - Travel Chapter Holdings PLC
Time: 08:00:01
Date: 27 Oct 2021
Category: Capital structure
ID: 3330Q