TLG 2 Travel Group

RNS Number:8733D
2 Travel Group PLC
08 October 2004



                               2 Travel Group Plc
                      ("2 Travel Group" or "the Company")


      Trading Statement, Related Party Transaction, and Directorate Change


Trading Statement


In our interim results for the 6 months ended 28 February 2004, we commented
that the continued expansion of bus routes is having a positive effect even
though the year had started slower than expected.


Whilst we were successful in achieving our objective of registering a number of
new routes in key expansion areas, shortages of working capital, drivers and
suitable vehicles meant that we were unable to operate the services at the
intended levels. Our shortcomings were highlighted in a report of the Traffic
Commissioner issued on 25 August and we committed to the Commissioner that we
would operate all registered services in Gwent from 6 September onwards, which
we have done, and improve performance in Llanelli and Neath also.  These
operational improvements have become possible given that we have located the
vehicles we require at suitable prices, recruited additional drivers, and the
further working capital facility announced on 13 August.


The Board also want to correct an error in our interim statement relating to the
number of vehicle operator discs that we hold - the correct figure is not 155 as
stated but 110.  We believe that 110 discs will be sufficient to run acceptable
services on all registered bus routes.  This is contrary to the comment made in
our interim statement but is a cautious and acceptable approach in the view of
the new management team (see below).


Against this background the Company's performance for the year to 31 August
2004, although not finally determined, was disappointing. In addition to not
being able to expand the bus network as planned, we, in common with others in
the transport sector, suffered from rising fuel, insurance and wages costs.
Direct costs in the last 3 months of the year were almost half of the costs in
the first 9 months.


On 30 September we announced the appointment of Hugh Jenkins as our new Finance
Director. Hugh's first task is to review and strengthen the financial reporting
systems and controls. PricewaterhouseCoopers has been appointed as auditors and
its audit will follow the completion of Hugh's review.


Bus operations continue to improve and in many areas outperform budget.  Staff
turnover and absence has reduced during the last 6 months bringing additional
stability to bus operations which in turn has given confidence to the developing
customer base.  Our future success is heavily dependent on the success of the
new bus routes generating significant additional contribution. Our coach
operation is performing satisfactorily. In respect of the coach division, we
maintain our plan to steadily reduce our coach operation to concentrate on the
provision of bus services.


Turning to our balance sheet, the Company has substantial levels of debt,
although at this point we have positive net assets and we are now servicing debt
in accordance with our plan.  Earlier in the year working capital shortages
meant that we were forced to delay creditor payments, but as a result of the
commitments described later in this announcement made by Huw Francis and Nigel
Short (both of whom are Directors of the Company), creditor pressures will be
capable of being significantly reduced. The new working capital facilities have
been made possible as a result of being able to offer security over our
ownership of our freehold site at Swansea and of being able to grant the option
referred to  below.


The new management team comprising Martin Cook and Hugh Jenkins has only been in
place for a short time but they are in no doubt as to the task ahead of them,
supported by Bev Fowles as Director of Bus Operations. Their initial view is
that if the new bus routes, which are a key element in our future success, can
operate according to plan and cost levels be held in check, the business should
start to show signs of improvement in the current financial year. We will keep
shareholders updated as to progress.



Related Party Transaction



On 13 August 2004 the Company announced that Huw Francis and Nigel Short, both
Directors of the Company, had provided the Company with an unsecured loan of up
to #937,000 for working capital purposes.  In fact, the facility that was
provided to the Company by Huw Francis and Nigel Short was in the aggregate
amount of #975,000 and comprised guarantees in respect of monies advanced to the
Company by the Company's principal bankers.  This facility was made on condition
that security would be granted to Mr Francis and Mr Short over certain property
and assets, including the Company's freehold site and depot at Upper Bank,
Swansea and that they would be given an option to acquire this site from the
Company.



A recent update of the earlier working capital review revealed that the facility
referred to above would not be sufficient for the Company's requirements.  As
part of agreeing the security agreement and option agreement with Huw Francis
and Nigel Short, they have agreed to facilitate the Company's revised
requirements by giving an undertaking, direct loans, and also by agreeing to
make available guarantees in respect of part of the Company's indebtedness to
its principal bankers, such guarantees in aggregate amounting to #1.625 million
inclusive of the previous guarantee commitments made by them.  These agreements
are classified under the AIM Rules as a Related Party Transaction and require
the approval of shareholders under the Companies Act.  Accordingly, a circular
outlining these agreements will shortly be sent to shareholders together with
notification of an Extraordinary General Meeting.



The option granted to Nigel Short and Huw Francis is an option to purchase the
whole of the Company's land at Pentrechwyth Road, Swansea for a purchase price
of #2 million.  The call option, purchased for #1, can only be exercised
following receipt of satisfactory planning permission.  The Option must be
exercised prior to the 5th October 2009 and cannot be exercised prior to the 16
May 2008 without the prior written consent of the Company.  If after exercise of
the option, within a 5-year period, the Purchasers sell the property, the
Company will be entitled to 20% of the increase in the value of the Property
attributable to planning permission having been obtained less the purchase price
of #2 million and 20% of certain allowable expenditure.  A legal charge has also
been granted over the Company's property in favour of Huw Francis and Nigel
Short as security for monies advanced by them directly to the Company and any
liabilities that they may incur under the guarantees given by them in favour of
the Company's principal bankers.  A Deed of Priorities has been entered into
between Barclays Bank, Nigel Short, Huw Francis and the Company in order to
regulate priorities as between lenders.



The property subject to this transaction has been valued by King Sturge
International Property Consultants, as at 31 August 2004, at #650,000 (existing
use) or #1 million (market value), freehold, with vacant possession and without
any changes to the existing planning permission.



The Independent Directors, comprising Sir Richard Needham, Bev Fowles, David
Fowles and Mentor UK Limited, after consulting City Financial Associates
Limited, the Company's Nominated Adviser, believe that the terms of the Related
Party Transaction are fair and reasonable insofar as the shareholders are
concerned.



In forming their views on the transaction, the Independent Directors have taken
into account the working capital shortage in the Company and the lack of
alternative sources of funding.  Without the proposed facilities being put in
place, the Independent Directors do not believe that the Company would be able
to continue to trade.  With the proposed facilities in place the Company remains
solvent and has a viable future.



Board Changes



2 Travel Group Plc also announces today that Martin Cook, aged 49, will be
joining the Board of the Company as Managing Director with immediate effect.  Mr
Cook is a highly experienced commercial Managing Director and is currently the
Managing Director of Betws Anthracite Limited, a position that he has held since
1993.  Bev Fowles is stepping down as Chief Executive with immediate effect, but
Bev will remain on the Board as Director of Bus Operations.  They will form a
strong executive team along with, Hugh Jenkins (the new Finance Director) and
David Fowles.



A list of Mr Cook's current and past directorships held within the last five
years are set out below.


Current Directorships                                Past Directorships
Betws Anthracite Limited                             None


Martin Cook has confirmed that there are no further disclosures required by
paragraph (f) of Schedule Two of the AIM Rules.



For further information, please contact:
2 Travel Group plc
Sir Richard Needham, Non-Executive Chairman
Tel: 01285 861333




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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