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Annual Report and Accounts 2001
200
180
170
160
150
140
130
120
110
100
Turnover
142.4
164.5
192.5
113.5
106.4
9 7 9 8 9 9 0 0 01
£ m
26
24
22
20
18
16
14
12
10
8
*Profit before tax
17.3
20.7
23.8
14.0
11.2
9 7 9 8 9 9 0 0 01
£ m
18
16
14
12
10
8
6
4
2
Dividends per ordinary share
14.0
16.0
18.0
12.5
11.5
9 7 9 8 9 9 0 0 01
p e n c e40
35
30
25
20
15
10
5
0
Earnings per ordinary share
29.3
34.0
38.1
26.8
21.6
9 7 9 8 9 9 0 0 01
p e n c e
Holidaybreak is the UK’s leading operator of specialist holiday businesses. Group companies retain a distinctive
identity whilst sharing expertise and exploiting opportunities in areas of common interest.
Our aim is to achieve continuing profitable growth by developing our existing businesses and market leading
brands in the UK and European holiday markets and through acquisitions within the travel sector.
Page1
Financial Highlight s■ Record sales of £192.5m (2000:£164.5m)
■ Record profits before tax of £23.8m* (2000 : £20.7m)
■ Record earnings per share of 38.1p*,up 12% on
2000 (34.0p)
■ Increase in annual dividend for fifth successive year
to 18.0p (2000:16.0p)
■ Interest cover increased to 8.6 times (2000 : 7.7)
■ Profits impact of 11th September estimated at
£160,000
■ £39.7m cash flow from operating activities
■ Net debt significantly reduced to £25.1m (200 0 :
£32.2m)
*Before goodwill amortisation and exceptional operating costs
Our Year in Summary■ All businesses performed well in 2001
■ Significant increase in shareholder value
■ Outstanding year for Hotel Breaks
■ Consistent performance by Camping
■ Pleasing progress from Adventure Division in first
full year in the Group
■ September 11th aftermath only likely to affect
Adventure Holidays
Contents
Chairman’s Statement 2
Chief Executive’s Review 4
Finance Director’s Review 6
Camping Division 8
Hotel Breaks 10
Adventure Holidays 12
Directors’ Report 14
Investor Relations 15
Directors and Advisors 16
Corporate Governance 18
Internal Control 19
Other Information 20
Remuneration Committee Report 22
Share Option Schemes 23
Report by the Auditors 24
Consolidated Profit & Loss Account 25
Balance Sheets 26
Consolidated Cashflow Statement 27
Statement of Accounting Policies 28
Notes to the Accounts 29
Notice of Annual General Meeting 43
Holiday Brochure Requests 45
Holidaybreak has enjoyed another year of substantial progress in 2001. For the fifthsuccessive year, we are reporting record profits and are recommending a commensurateincrease in the annual dividend. In the year to 30 September 2001, profits before goodwillamortisation, exceptional costs and tax rose by 15% to £23.8m on turnover of £192.5m(2000: £164.5m). Headline earnings per share rose from 34.0p to 38.1p and we areproposing to increase the annual dividend to 18.0p (2000: 16.0p).
Camping Division operating profits increased once
again as did bookings and margins. The margin
improvement was largely due to a continuation of
the trend away from tented accommodation to
mobile-homes but also the success of our marketing
campaign in the all-impor tant UK market which,
together with various product improvements, will also
have long term benefits.
Despite the potentially negative effects of foot and
mouth and rail disruption, Hotel Breaks profits grew
by 25% in line with turnover. Superbreak, our
principal brand, is increasingly broadening its
distribution and gaining recognition from consumers,
not least because of the success of our on-line
booking facility which now accounts for more than
10% of total revenues.
Explore Worldwide and Regal have bedded in well in
their first full year as part of the Holidaybreak Group.
Simon Tobin, formerly managing director of Keycamp,
replaced Explore Worldwide founder Travers Cox as
divisional managing director in January and has
instigated a series of measures to improve the
marketing and operation of the business. Like for like
turnover was 12% up on the equivalent 2000 figure.
We estimate that Adventure lost approximately
£300,000 of revenue as a result of the September
11th attacks, taking virtually no late bookings for
September holidays and also suffering numbers of
last minute cancellations. This, together with reduced
load factors on some of our tours, resulted in
operating profits being reduced by approximately
£130,000 compared to the previously anticipated
figure.
CURRENT TRADING AND PROSPECT S
Most travel businesses are experiencing more than
normal uncertainty in their trading outlook
following the events of September 11th. There is
also the prospect of a further economic downturn.
However, there are good reasons to believe that
consumers will not be deter red from taking their
normal holidays whether these be in the UK or
overseas, albeit cer tain destinations will suffer
badly and some customers will be reluctant to fly.
After the initial shock of the terrorist attacks,
demand for holidays from UK consumers has
recovered strongly although booking lead times
appear to have shortened and the market as a
whole is still well down. With the major air
package operators, who have been most affected by
recent events, announcing substantial capacity cuts
for summer 2002, it seems likely that pricing levels
will hold up.
In overall terms, because of the mix of our
businesses with relatively few flight based holidays,
Holidaybreak has every prospect of making further
progress, although this may well be at a reduced
rate compared to recent years. Only our Adventure
Division operations, Explore Worldwide and Regal,
which together represented 16% of turnover and
13% of profits in 2001, have direct exposure to the
effects of recent events.
There is a more detailed review of current trading
by our various divisions in the Chief Executive’s
Review which accompanies this statement but the
main points are summarised here.
Camping
Virtually all camping and mobile-home customers
travel by road rather than air to their holiday
destinations which are entirely in western and
southern Europe. Bookings in recent weeks have run
well ahead of last year and are currently level with
2001. We have now received nearly half of our
estimated final total for the year which is on track
with previous years. Another good year is in
prospect.
Hotel Breaks
We anticipate another year of strong profits growth
from Hotel Breaks. In the weeks following
September 11th demand for London breaks and
airport hotels fell away markedly, reducing 2001
profits by an estimated £30,000.
However, we were still achieving year on year
increases in overall terms and since mid-October we
have seen a strong rebound. Current growth rates
are on a par with those we experienced in 2001.
We recently launched a new European
‘accommodation only’ hotel breaks programme.
The early signs are encouraging.
Adventure Holidays
With Explore Worldwide and Regal directly affected
by the fallout from September 11th these
businesses will almost cer tainly suffer a set-back in
2002. Early booking trends for both businesses
were extremely encouraging and, despite the
disruption to normal holiday booking patterns, the
division will remain profitable and is well placed for
future growth. After the initial cancellations and
drop in bookings, a situation closer to normality is
returning and underlying demand is good.
However, there will be some load factor erosion for
a period before full profitability returns. Very much
the same observations apply to Regal albeit on a
rather smaller scale.
STRATEGY
Notwithstanding the current uncertain environment,
all our divisions enjoy attractive growth prospects.
Our priority is to exploit these. We have not allowed
recent events to deter us from new initiatives, most
notably Superbreak’ s European programme launch.
Whilst we have not made acquisitions over the past
year, we are active in this area and continue to seek
out suitable opportunities to add to our existing
businesses or to form a further stand-alone division.
EMPLOYEES
The enthusiasm, skills and commitment of the
Group’s 780 permanent employees in six countries,
are paramount to our success. Many, particularly
those in our Adventure Division, have been under
additional pressure in recent months and have
performed admirably in dif ficult circumstances.
I take this opportunity to thank all our employees
for their continuing vital contribution to the
Holidaybreak Group.
IN CONCLUSION
Holidaybreak has had another successful year in
2001 and achieved a significant increase in
shareholder value. We have resilient businesses
and expect the group to make further profitable
progress in 2002. Of our three divisions Camping
and Hotel Breaks appear unlikely to be significantly
affected by the events of September 11th whilst
Adventure continues to trade profitably and should,
reasonably soon, resume its previous high growth
rates. All our divisions, and the Holidaybreak Group
as a whole, have a bright future.
Angus Crichton-Miller
Chairman
Holidaybreak plc
Page 2
Sta tement by Angus Crich to n - M i l l e rC h a i rm a n
Sta tement by Angus Crich to n - M i l l e rC h a i rm a n
Page 3
Our Year
September 11th had only a smallimpact on 2001 profits and we areconfident that 2002 will prove theresilience of the Group’s business andresult in further progress being made.
DIVIDEND
The Board is recommending a final dividend of 12.6p
(2000: 11.2p), payable on 23 April 2002, to
shareholders on the register on 22 March 2002,
making a total of 18.0p (2000: 16.0p) for the year.
Dividend cover will be 2.1 times, in line with our
policy of maintaining approximately two times cover.
THE DIVISIONS
2001 proved to be a good year for our two main
Camping Division businesses, Eurocamp and
Keycamp, and an outstanding one for Hotel Breaks.
Our Adventure companies, Explore Worldwide and
Regal Diving, also made pleasing progress.
Relaxing outside a Eurocamp mobile home
As Angus Crichton-Miller has reported in his Chairman’s Statement, Holidaybreak has hadanother very good year, continuing its consistent record of "double-digit" earnings growth.The most obvious highlight has been the exciting progress made by our Hotel Breaksdivision. There are also good reasons to take considerable satisfaction from another verysolid performance from Camping as well as the progress made by the Adventure HolidaysDivision and the success of various investor relations initiatives which we have undertaken.
Whilst there have been and still aresome concerns following the events ofSeptember 11th , particularly in ourAdventure Division, we are confident inour ability to make further progress in2002 despite the changed tradingenvironment.
AN OUTSTANDING YEAR FOR HOTEL BREAKS
The success of our Hotel Breaks division whose
operating profits grew by 25% to £5.5m in 2001 is
all the more noteworthy in the light of the difficulties
that so much of the UK domestic sector has
experienced over the past year. A key growth driver
has been our internet booking facility which has
proved an outstanding success. The acquisition of
Rainbow Holidays in September 2000 also made a
useful contribution to our growth and enhanced
market share in the core high street travel agency
channel.
The Hotel Breaks Division continues to enjoy
excellent prospects. Immediately after September
11th there were some cancellations and sales did fall
away a little, mainly for London and airport hotels.
This effect straddled the two financial years and
reduced 2001 profits by an estimated £30,000.
Demand has now bounced back strongly and initial
signs for the newly launched European programme
are also encouraging.
UK MARKET STRONG FOR CAMPING
Our Camping Division enjoyed rather better market
conditions than in 2000 when the Brittany oil spill
affected demand for resorts on the west coast of
France. Mobile-homes are now the preferred
accommodation type for two in three of our UK
customers and are growing in popularity in all
markets. Tents retain a greater share of our Dutch,
German and Swiss business but overall ‘under
canvas’ bookings continue to decline.
We do not believe that any reluctance to travel on
the part of consumers will affect self-drive holidays
in Europe although the unusual market conditions
may delay some bookings. With nearly half of
anticipated final bookings now taken, Camping is
on course for another good performance
ADVENTURE HOLIDAYS RESILIENT
Overall in 2001 Adventure Division’s sales grew by
12% on a like for like basis. Even before September
11th we had experienced rather more than usual
disruption to our programme, mainly due to the
problems in Nepal and Sri Lanka but this was
counterbalanced by strong growth in Europe, South
America and some African destinations.
The initial indicators for 2002 were extremely
positive. Bookings for the first quarter of the year
were well ahead of 2001 equivalents, reflecting
increasing consumer demand for adventure travel
as well as the launch of Explore Worldwide’s new
internet site and the introduction of over 50 new
tour itineraries. Bookings for Regal’s autumn
holidays, a popular period for the diving market,
were also very strong.
The short-term effects of the New York attack
resulted in an estimated cost to the business of
approximately £300,000 in sales revenues and
£130,000 in operating profit as well as
considerable disruption. In recent weeks we have
taken increasing numbers of new bookings and are
close to normal levels of intake. We are still
operating tours to nearly all of the Islamic countries
in our programme (25% of sales in most years)
whilst giving customers who have already booked
the opportunity to switch to other tours or take a
credit against future travel if they prefer.
A strength of the Explore business is that there are
no fixed commitments to either airline seats or
ground costs. Whilst load factors suffered in
September, because of a high number of short-term
cancellations and tour transfers and there has been
some residue effect on October and November
departures, looking forward we expect to operate at
normal levels. We also anticipate strong demand for
our tours in Europe, South America and Africa from
the UK market but some weakness in overseas
agents who normally account for about 15% of
bookings.
Regal, which is a much smaller business than
Explore, also continues to see reasonable levels of
new bookings. The initial indications are that the
core diving market will prove very resilient but that
"cheap sunshine" customers who are an important
part of the mix in softer periods are likely to stay
away for the immediate future. We have taken steps
to reduce our air charter commitments which will
reduce the impact of any shortfall.
ACQUISITION ACTIVITY
As well as the major acquisition of Explore
Worldwide in February 2000, last year we also
acquired Regal, Hotelnet and Rainbow. Since then
we have been active in examining various
opportunities which, for one reason or another, did
not come to fruition. Whilst this is to a degree
disappointing, it does reflect the degree of caution
we exercise in assessing potential additions to the
Group.
INVESTOR RELATIONS
We have increasingly felt that we needed to
improve our communication of the qualities and
prospects of the Holidaybreak business to both
institutional and private investors. Whilst we have
always been fairly active in our investor relations
efforts, we put more ef fort and resources into this
area in 2001 with encouraging results. There is,
however, no substitute for consistent performance
and exploitation of opportunities for growth and
these, together with enhancement of shareholder
value, remain our priorities.
STRATEGY AND PROSPECTS
We believe that, despite the challenges presented
by the current trading environment, we are capable
of achieving growth in earnings in 2002. In the
longer term, we believe that all our businesses
enjoy attractive growth prospects and that we will
be able to add new holiday businesses to the Group
through acquisition.
Richard Atkinson
Chief Executive
Holidaybreak plc
Page 4
16% Adventure Holidays
30% Hotel Breaks
54% Camping
Sales by Division
Rev i ew of Opera t i o n sby Rich a rd Atkinson Chief Exe c u t i ve
Rev i ew of Opera t i o n sby Rich a rd Atkinson Chief Exe c u t i ve
Page 5
The Group
In the year to 30 September 2001 Holidaybreak plc showed a strong financial performance inall its activities and the Group achieved increases in profit before tax and earnings per shareof 15% and 12% respectively, before goodwill amortisation and exceptional operating costs.Net debt has been significantly reduced and the continued underlying trend of profitabilityand strong operational cash flows of all our businesses will enable us to build interest coverand pay down debt over the coming years.
The net interest charge of £2.9m was down slightly
despite the costs of the acquisition expenditure being
included for a full year. Net interest cover increased
from 7.7 times in 2000 to 8.6 times in 2001.
We have adopted FRS 19 "Deferred Tax" and full
provision has been made for deferred tax. The
comparative results for 2000 have been restated to
reflect this change in Accounting Policy. The Group’s
tax charge, including full provision for deferred tax,
was £6.3m and the effective tax rate was 29%
(2000 restated: 30%).
Headline earnings per share, stated before
exceptional operating costs and amortisation of
goodwill, were 38.1p per share, an increase of 12 %
over 2000 (34.0p).
The proposed final dividend represents an increase of
12.5% to 12.6p, giving a total dividend for the year
of 18.0p per ordinary share (2000: 16.0p). Our policy
is to increase dividends in line with growth in
earnings per share whilst maintaining dividend cover
at over 2 times.
DIVISIONAL RESULTS
Our Camping Division’s operating profit grew by 5%
to £17.8m on sales up by 1% to £103.7m. Operating
margin at 17.2% (2000: 16.6%) benefited from
increased sales in mobile home holidays and
excellent high season occupancy underpinned by a
strong U.K. market.
Hotel Breaks revenues were 25% higher at £57.8m.
Operating margin was maintained at 9.5% and
operating profits increased by 25% to £5.5m.
The results of the businesses in our Adventure
Division are included for a full year for the first time
following their acquisitions during 2000. Sales were
£31.0m and operating profit was £3.4m. The
comparative results for the previous period of seven
months following the acquisition of Explore
Worldwide showed an operating profit of £2.3m
and sales of £16.1m.
We estimate that the financial impact on the
Adventure Division, of the terrorist attacks on
September 11th was a loss of sales revenues of
approximately £0.3m and lost operating profit of
£130,000. In the case of Hotel Breaks the
estimated profits decrease was £30,000. There was
no impact on Camping.
EXCEPTIONAL OPERATING COSTS
The Group suffered exceptional operating costs of
£463,000 following the collapse of Independent
Insurance plc in June 2001. These included
additional premiums for the Group’s Business
Interruption and Public and Employee Liability
cover and a full provision for potential outstanding
claims.
BALANCE SHEET
Net assets of the group increased to £28.0m (2000
restated: £19.9m). Full provision has been made
for deferred tax and this resulted in an adjustment
to prior year reserves of £4.9m. Net debt gearing at
30 September 2001 was 89.5% compared to 162%
at the previous year end.
Investments of £1.9m (2000: £1.1m) represent
shares in the company purchased by the wholly
owned subsidiary, Holidaybreak Trustee Limited, in
respect of the company’s various share option and
share award schemes. Full details of all such
schemes are shown in Note 20 to the financial
statements.
CAPITAL EXPENDITURE
Net capital expenditure in the year to 30
September 2001 was £15.6m (2000: £15.8m). All
but a small part of this was accounted for by the
Camping Division with Hotel Breaks and Adventure
investing £0.5m, largely in IT development.
The Camping Division spent a total of £17.6m on
tents, equipment and mobile homes, which
accounted for the bulk of this figure at £11.2m.
Disposal proceeds in respect of mobile homes sold
at the end of their useful life were £2.9m. Overall
sales achieved net book value. It is the normal
policy to replace mobile homes at the end of their
sixth season. The number of units for replacement
for 2002 is below 2001 and hence we expect a
lower level of capital expenditure in the year ended
30 September 2002.
CASH FLOW
The group’s net borrowings at 30 September 2001
were £25.1m, compared with £32.2m in 2000.
Cash flow from our operating activities was
£39.7m, another very strong performance. All our
businesses have strong positive cash flow
characteristics that will enable us to build interest
cover and repay term debt in the coming year and
beyond.
During the previous year we negotiated new
facilities with our principal banks including £30.0m
of Medium Term Loans to finance the acquisitions
during that year and to provide headroom for
further acquisitions. We have made repayments
under these facilities of £12.0m. Available facilities
are now £68.0m and are sufficient to meet the
working capital, investment and bonding
requirements of the Group. In addition to these
facilities we entered into hire purchase agreements
with various UK financial institutions to finance the
purchase of mobile-homes. Interest on our core UK
borrowings of £28.0m has been covered for periods
up to four years through the purchase of interest
rate swaps.
THE EURO AND CURRENCY MANAGEMENT
The Group has continued to adopt its policy of
hedging net foreign currency exposures arising from
the sales in overseas markets and the costs of
operating overseas. Currency revenues, principally
Euros and US Dollars, represent approximately 25%
of total group revenues. Currency outflows account
for 35% of all group costs. To hedge the net
exposure for the coming year, we have entered into
forward contracts to sell cur rency revenues and buy
other currencies to finance outflows.
The Group has completed its preparation for the
introduction of the single European currency, in
terms of commercial and banking ar rangements
and financial systems. There have been no material
costs involved. UK entry into the single currency,
the timing and likelihood of which remains
uncertain, would, we believe, be of some benefit to
the Group, eradicating significant currency
exposures and reducing transaction costs.
Robert Baddeley
Finance Director
Holidaybreak plc
Page 6
Financial Rev i ew byBob Baddeley Finance Dire c to r
Financial Rev i ew byBob Baddeley Finance Dire c to r
Page 7
Finance
GROUP PROFIT AND LOSS ACCOUNT
Turnover in 2001 was up 17% on 2000 at £192.5m.
Operating profit before exceptional operating costs
and amortisation of goodwill increased by 13% to
£26.7m.
2001 Profit and Loss Account
Camping Hotel Adventure Group
2000 figures in brackets Breaks Holidays
Turnover £103.7m £57.8m £31.0m £192.5m
(£102.3m) (£46.1m) (£16.1m) (£164.5m)
Gross Profit £35.8m £11.0m £9.2m £56.0m(£34.7m) (£8.7m) (£4.9m) (£48.3m)
Operating Profit £17.8m £5.5m £3.4m £26.7m(£17.0m) (£4.4m) (£2.3m) (£23.7m)
Cruising the Gambia River with Explore Worldwide
Our Camping Division remains the principal profits engine of thegroup, accounting for 54% of sales and 67% of operating profitsin 2001. Consistent performance each year has underpinned theprofitability of the group as a whole and provided a firmfoundation for expansion and diversification.
Camping
Operating profit for 2001 increased by 5% to
£17.9m and margins improved once again as the
trend away from tents to more profitable mobile-
homes continued and effective yield management
enabled us to optimise the balance between
markets.
In 2000 the UK market was held back by the
effects of the Brittany oil spill but in 2001 it was
the strongest performer with overall bookings up
10%. Demand for peak season holidays in the UK
was particularly buoyant resulting in healthy
average sales values and excellent occupancy rates
in July and August, counterbalancing some
weakness in low season. A recent development has
been for some UK customers to use the low cost
airline services and car hire to reach their camp-
sites in Italy, Spain and the South of France. We
expect this to be a continuing trend.
Mobile-home holidays grew by 12% in the UK and
9% overall. The continuing shift in consumer
preferences to mobile-home accommodation was
reflected in an innovative new marketing campaign
launched by Eurocamp which included TV
advertising for the first time. Keycamp also tested
TV advertising, aiming to raise awareness amongst
retail travel agency customers as well as promote
direct sales.
With viewers now able to trace advertisers easily on
the internet, television has become a potentially
more viable ingredient in the marketing mix. There
has been considerable development in all the
division’s web sites which was recognised when
Eurocamp beat off high profile competition to win
the "Best Travel Website" from the Chartered
Institute of Marketing.
The strength of sterling in recent years has had a
major influence on our yield management strategy.
The effect of this has been to reduce the availability
of prime high season capacity for our non-UK
markets and consequently their scope for volume
growth. Germany and Holland and our other
smaller markets are an essential part of the overall
mix because of the seasonal balance they provide.
German demand for the late May to early June
Whitsun holiday period was stronger than ever,
particularly in Italy. Bookings from the Dutch
market tend to be more evenly spread but tent
holidays have retained their popularity more than
elsewhere, and the strong sales for early July
counterbalance the late starting UK school
holidays. Late June and early July bookings
predominate in the valuable Irish market where
Keycamp is the dominant player.
Our smaller brands, Eurovillages and Eurocamp
Independent operate only in the UK market. Both
had successful years, increasing both profits and
turnover. Between them they contribute nearly £1m
to divisional profits and unlike the main businesses
do not require significant levels of capital
investment.
The main capital expenditure requirement is for
mobile-homes. We are cur rently investing in both
new for expansion and replacement mobile-homes
each year. Currently we expect to keep mobile-
homes for six years and to achieve net book value
on resale. Net capital expenditure on mobile-homes
in 2001 was £11.2m with a further £5.8m being
spent on replacement tents and equipment.
Mobile-home fleet management is the responsibility
of our Overseas Operations team who have been
managing a considerably larger undertaking since
the acquisition of Keycamp in August 1998. We
continue to retain distinct branding and services in
all ‘customer facing’ activities both on and off site
but otherwise operate on a fully integrated basis.
Overall quality standards remain high and we were
able to record improvements in customer
satisfaction levels in 2001. This, together with
healthy recent sales trends and the fact that the
vast majority of customers travel by car give us
confidence in the prospects for further progress by
Camping in 2002.
Holidaybreak plc
Keycamp mobile-home
Keycamp children’s
courier on-site
Eurocamp tent
• Original and largest part of theGroup - 54% of total 2001 sales
• Two market leading brands -Eurocamp and Keycamp plusEurovillages (self-catering) andEurocamp Independent (camp-sitebooking service)
• Pre-sited mobile-homes and tents onquality camp-sites in France, Italyand six other European countries
• Courier and children’s activityservice
• Tailor made packages - any day toany day
• Self-drive holidays - ferry inclusivefrom UK
• Mainly direct sell but some retailagent sales
• Customers from nine countries(mainly UK, Germany and Holland)
• Mid to upper income, familycustomer base
Page 9Page 8
Bookings Sales
9% Others 6%17% Holland 14%
17% Germany 9%
57% UK/Ireland 71%
Bookings and Sales by Market (2001)
Hotel Breaks enjoyed an excellent year in 2000 but thisperformance was surpassed in 2001. Operating profit grew by 25%to £5.5m on sales of £57.8m leaving the overall margin virtuallyunchanged. Whilst in 2000 market conditions were almost whollyfavourable, this was far from the case in 2001 which makes oursecond largest division’s achievements all the more noteworthy.
Hotel Breaks
Approximately 20% of Hotel Breaks’ customers
book rail inclusive holidays. We estimate that up to
another 30% purchase their rail tickets from
another source. The disruption suffered in the wake
of the Hatfield and Selby disasters clearly
discouraged rail travel and indeed this aspect of our
business was noticeably affected. However, despite
this and the November 2000 floods affecting some
customers’ ability or desire to travel, overall demand
remained buoyant throughout the autumn and
winter months.
London is the principal rail destination. One reason
why pre-Christmas bookings held up so well was
our success in selling good numbers of Millennium
Dome breaks throughout calendar year 2000, in
spite of the adverse publicity which the project
attracted from the media. A further boost came
through the acquisition of Rainbow Holidays in
September 2000. Across the year we estimate that
sales growth was enhanced by approximately 10%
due to the acquisition. Initially we continued to use
existing brochure stocks but merged Rainbow into
the Superbreak and Hotel Breaks programmes from
April 2001.
Whilst the rail problems eased as we moved into
spring 2001, the foot and mouth epidemic posed a
further threat. Initiall y, we did see bookings for
Devon, the Lakes and other countryside
destinations falling away. However, these have
never been a major part of our overall mix and it
soon became apparent that increased bookings for
city, town and seaside breaks would more than
compensate. Foot and mouth did undoubtedly
affect our fledgling inbound business which comes
mainly from Holland, Ireland and the USA.
However, these represent only a very small part of
our total sales and the longer term potential for
incoming business from overseas remains
unchanged.
As ever, the cornerstone of the business was sales
through high street travel agents which again
showed a healthy increase. With the Rainbow
acquisition we estimate that we service over 60%
of all UK hotels breaks booked through retail travel
agents. Growth in direct bookings was faster than
from travel agencies but the most dramatic figures
came from the internet.
Our on-line superbreak.com booking facility
accounted for over 10% of total revenues, up from
3% in 2000. One in eight bookings now come
from this source.
Two thirds of our internet business comes through
on-line intermediaries or por tals. The largest of
these is Hotelnet, a business we acquired in July
2000. As well as providing valuable support for
our main on-line business Hotelnet also generates
commission income from a worldwide portfolio of
over 40,000 hotels all of which can be booked
directly on-line. The business was loss making in
2001 due to site development costs and marketing
investment but we expect it to become profitable in
2002.
The internet has been one of the key development
areas over the past year. A whole range of
other initiatives in product
development and distribution
have contributed to our overall
achievement.
Looking forward, the major new development has
been the launch of the new European programme.
This offers accommodation only breaks in 40
European cities leaving customers to arrange their
own travel with the low cost airlines or surface
transport companies.
The European brochure is being distributed direct
and through travel agencies where it has been very
well received. There is every sign that the modest
slowdown in demand following September 11th was
purely temporary. The Hotel Breaks Division is well
positioned for a third successive year of strong
growth.
Holidaybreak plc
• Acquired 1995 – 30% of 2001total Group sales
• Superbreak the main brand – alsoHotel Breaks, Luxury HotelCollection, Theatrebreak, AirportHotels and Hotelnet
• Breaks in 1400 UK hotels (200 inLondon)
• New ‘accommodation only’European programme (350 hotelsacross Europe and in the USA)
• No commitment allocations
• Price guarantee to customers
• Rail inclusive and theatre breaksavailable
• 60% of sales through UK travelagents, balance direct and internet
Page 11Page 10
14.2% Hotel Breaks
13.7% Airport Hotels
7.4% Theatrebreak
3.5% Luxury Hotel Collection
61.2% Superbreak
Sales by Brand
Ian Mounser of Superbreak receives the
CBI "Fit for the Future" Award
Selsdon Park Hotel
Our Adventure Holidays Division, which accounts for 16% of Group turnover, was formed lastyear when we acquired Explore Worldwide in February 2000, followed by scuba diving specialistRegal Holidays in August. These businesses have achieved very satisfactory growth at both therevenue and operating profit lines in 2001. A new managing director has been appointed and anumber of important operational and marketing changes have been instigated.
Adventure Holidays
Even before September 11th we had experienced
more than the usual level of regionalised disruption
which is part and parcel of the operation of the
Explore business. The most notable of these events
were in Nepal and Sri Lanka both of which are now
back to normal. As noted in the Chairman’s
statement, the disruption and loss of September
bookings immediately following the ter rorist attacks
resulted in an estimated turnover loss of £300,000
and £130,000 in operating profits. Adventure sales
eventually came in 12% ahead of the pro-forma
2000 figure at £31.0m. The net margin was
reduced slightly due to reorganisation and
development costs most of which had been
anticipated at the time of acquisition.
A great strength of Explore Worldwide’s business is
its flexible operational cost base. Only scheduled
aircraft seats are used, with no guarantees given or
block commitments taken. At the destination end,
we hire in transport and ancillary equipment on a
needs basis and do not make upfront commitments
for hotel accommodation. Tour load factors are
nevertheless important for profitability because of
the fixed costs involved in providing transport and
our tour leader. We do not run unprofitable tours
and have overall load factor targets which, in
normal circumstances, we have been able to
achieve consistently each year. We were successful
in this aim in 2001 except in September when, for
understandable reasons, there was a rush of late
cancellations hitting load factors during that
period.
Whilst destinations such as Nepal, Egypt, East
Africa and Peru are perennial favourites, the most
prominent recent increases in demand have been
for shorter holidays to European and North African
destinations. We see this as being an important
area of opportunity for Explore where our product
range is relatively underdeveloped, one incidentally
which we would expect to be particularly popular in
the current uncertain climate for travel further
afield. The new 2002 brochure which has been
recently published caters for this trend with many
more tours in the short-haul category on offer.
One of the few destinations where bookings
actually fell back in 2001 was Egypt. Following the
Luxor incident visitor numbers at first fell away
sharply but then surged back dramatically as pent-
up demand came through. The fall this year
reflected, we believe, a return to more sustainable
levels of demand for a destination which is now
served by a wide range of tour operators.
Egypt is of course the major destination for our
diving specialist Regal Holidays. The dynamics of
this business are rather different. The Red Sea
offers easily accessible warm water diving which is
on a par with anywhere else in the world.
Committed divers return on a regular basis and
novices come in increasing numbers to take their
first steps in this exhilarating and increasingly
popular activity, in a far more attractive
environment than can be found in the UK.
Hurghada and Sharm-el-Sheikh are the two main
Red Sea resort destinations. These are served by
weekly year round charter flights which serve both
the diving and the ‘beach and pool’ market. This
second category of customer assists us in filling our
own charter seats ef ficiently during periods of
softer demand from the diving fraternity.
As well as growing quickly in popularity diving is an
activity which covers a broad spectrum of ages and
social groups. At the upper end of the market there
is increasing demand for more exclusive and exotic
destinations such as the Caribbean, Maldives and
Indonesia. These trips involve scheduled air travel
and so no financial commitments on our part. The
expertise of Explore’s management in the scheduled
flight sector has proven a useful asset as we seek to
increase the proportion of this higher margin
business.
Simon Tobin, formerly with Keycamp, succeeded
Explore founder Travers Cox as divisional Managing
Director when, as anticipated, the latter stepped
down at the end of 2000. The other key senior
management appointee was Joanne Field, who has
wide ranging travel industry experience, to the new
position of Marketing Director. Reorganisation has
put the business on a sounder footing for future
expansion and, over the past few months, a whole
range of new tours has been added to the
programme, a rejuvenated 2002 brochure
published and an impressive website launched.
All adventure and long haul travel companies have
been affected by September 11th. However, we
believe that this will be a temporary situation and
that the popularity of unusual, exotic and active
holidays will soon resume its strong growth trends.
Our adventure companies will be at the forefront of
these developments.
Holidaybreak plcCamel trekking in the Sahara
• Division formed last year - 16% of sales
• Explore Worldwide - market leaderin worldwide adventure travel;small groups with own tour leader(100 countries); scheduled flights;walking and trekking, wilderness,wildlife and cultural tours
• Regal Holidays - leader in scubadiving holidays to the Red Sea(Egypt), Maldives, Caribbean andFar East ; charter flights to RedSea, scheduled flights to otherdestinations; ‘learn to dive’ and‘liveaboard’ holidays a speciality
• Sell direct and through specialistUK and overseas agents
Page 13Page 12
6.1% Greece & Turkey
9.5% Europe
9.7% India & Nepal
14.6% Africa
15.9% Asia
20.1% Americas & Pacific
24.1% Egypt & Middle East
Adventure Holiday Sales (2001)
Traditional clothing in Gujarat
On the Venezuelan ‘Lost World’ tour
Page 15Page 14
Holidaybreak plc
The directors present their annualreport on the affairs of theGroup, together with thefinancial statements and auditors’report, for the year ended 30 September 2001.
Directors’ ReportPrincipal Activities and Business Review
The Company acts as the holding company for
Eurocamp Travel Limited, Eurocamp Travel GmbH,
Eurocamp Travel (Schweiz) AG, Camping in Comfor t
BV, Keyline Continental Limited, Superbreak Mini
Holidays Group Limited, Explore Worldwide Limited,
Regal Diving & Tours Limited and their subsidiar y
undertakings. The principal activities of the Group
are the provision of camping holidays including the
hiring-out of fully equipped tents and mobile-homes
on camp-sites throughout Europe, the provision of
hotel short-breaks in the UK and continental
Europe and worldwide adventure and activity
holidays.
A detailed review of operations is included on
pages 4 to 13.
Results and Dividends
The profit after taxation for the year ended 30
September 2001 amounted to £15,354,000 (year
ended 30 September 2000 - restated
£13,990,000). The directors recommend a final
dividend of 12.60p (2000 – 11.20p) per ordinary
share which, together with the interim dividend of
5.40p (2000 – 4.80p), represents a total of 18.00p
per ordinary share (2000 – 16.00p).
It is proposed that the retained profit of £7,011,000
(2000 - restated £6,265,000) be transferred to
reserves.
I nve s tor Relat i o n s
Holidaybreak is committed to excellence in
investor relations. Our aim is to ensure that
large and small shareholders, market
analysts and the financial media are able to
gain easy access to up-to-date and relevant
information about the business and its
current progress. The principal sources of
information include:
• Annual Report and Accounts
• Interim Report
• Corporate Website
• Our e-mail alert service
In addition, each year we issue four statements on
current trading. Two are combined with the
Chairman's statements issued at the time of the
annual and half-year results announcements.
Further announcements are issued on the day of
the Company's AGM and in September of each year.
We also aim to keep investors informed of
developments as they happen, and to respond to
queries for information in as short a time as
possible.
One to one and group meetings are regularly
offered to analysts and institutional investors,
usually soon after results or trading
announcements. At other times we will endeavour
to satisfy requests for meetings or information,
subject always to our obligation to ensure that
information of a potentially price sensitive nature is
released first by way of a stock exchange
announcement. At the heart of our IR programme
is transparency and we value feedback from
investors on any aspect of Holidaybreak's activities.
Progress of the Investor Relations programme,
which is primarily carried out by the Chief Executive
and Finance Director, is reviewed by the directors at
monthly Board meetings
CORPORATE WEBSITE
Holidaybreak’s approach to communicating online
is continually evolving as part of our overall
investor relations strategy. The corporate website is
an indispensable information resource for anyone
interested in Holidaybreak plc. We aim to satisfy
the needs of a broad range of potential users who
have an interest in our financial and corporate
affairs, institutional and private investors, analysts
and the financial media, students, customers and
employees.
All Company announcements are available on the
website as soon as they are released by the London
Stock Exchange. There is also a wealth of
background information about the Company and its
development, detailed biographies of directors and
other senior management, information on the
shareholder discount scheme and links to the
consumer sites of all trading companies which form
the Holidaybreak Group. Visitors to the site are able
to view analyst and institutional presentations and
can also be put on our e-mail distribution list. They
will then automatically receive all our
announcements as they are released.
In March 2001 Holidaybreak won the Investor
Relations Society award for Best Smaller Quoted
Company website, in recognition of the site’s
content, accessibility, timeliness and navigation,
technology and interactivity.
Share Price Listing
The current Holidaybreak share price is listed in the
following national and regional newspapers:
Financial Times The Times
The Independent The Daily Telegraph
The Guardian The Daily Mail
The Daily Express Evening Standard
Birmingham Post Manchester Evening News
Scotsman Western Mail
Yorkshire Post
The share price may also be viewed on our website
at www.holidaybreak.co.uk and on various teletext
and internet financial sites. The Holidaybreak
website includes interactive comparative share price
graphing against relevant indices, and a record of
volumes traded throughout the day.
SHAREHOLDER DISCOUNTS
Shareholders with more than 200 shares are able to
benefit from the Company's shareholder discount
scheme, which allows a 10% reduction on the full
brochure price of any holiday booked direct with a
member of the Group. Full details of the scheme
can be sent out on request and are also available
on the Company’s internet site at
www.holidaybreak.co.uk.
FINANCIAL CALENDAR
Annual General Meeting 26 February 2002
Results
Announcement of half year results
to 31 March 2002 May 2002
Announcement of annual results
to 30 September 2002 December 2002
Dividend
Final dividend
(for year to 30 September 2001)
•ex-dividend 20 March 2002
•payable 23 April 2002
Interim dividend
(for year to 30 September 2002) August 2002
Substantial Shareholdings
As at 15 December 2001 the directors were aware of the following interests of over 3% of the
Company’s issued share capital: Number of % of share
Shares capital
CGNU plc/Morley Fund Management Limited 5,964,064 12.85
Schroder Investment Management Limited 4,265,624 9.19
Zurich Financial Services Group (Scudder Threadneedle) 3,971,831 8.56
Aberforth Partner s 3,530,000 7.61
Standard Life Group 3,465,180 7.47
Fidelity International Limited 2,568,436 5.53
Edinburgh Fund Managers 2,390,858 5.15
Legal & General Investment Management Limited 2,102,336 4.53
Deutsche Asset Management 1,866,861 4.02
Friends Ivory & Sime 1,700,841 3.67
Barclays plc 1,583,216 3.41
Montanaro Investment Management 1,455,000 3.14
AEGON UK plc (Scottish Equitable) 1,419,197 3.06
Shares by size of registered holding
(at 15 December 2001)
No. of Number % of
Holders of shares Total
Up to 1,000 1,366 533,075 1.15%
1,001 - 10,000 370 909,456 1.96%
10,001 - 50,000 61 1,279,272 2.76%
50,001 - 100,000 29 2,088,712 4.50%
100,001 - 500,000 30 7,059,724 15.21%
Over 500,000 31 34,539,004 74.42%
Total 1,887 46,409,243 100%
27.3% Insurance companies (8)
44.8% Investment and unit trusts (24)
3.9% Holdings not analysed
3.5% Directors, employees & trustee of Holidaybreak plc share schemes
4.4% Others including managed, Private clients & PEPS
16.1% Pension funds (16)
Shares by category
(number of fund managers)
Some substantial shareholdings are split
into more than one registered holding.
Di re ctors and Adv i s o r s
The Board of Holidaybreakplc consists of six executivedirectors and three non-executives. In addition tothe Group Chief Executiveand Finance Director, themanaging directors of thethree operating divisions (inthe case of Hotel Breaksjoint managing directors)are members of the Board.
Company Review
Di re ctors Biog ra p h i e sBrief biographies of the Company's directors are
given below. Fuller information on directors and
other senior managers can be found on our website
at www.holidaybreak.co.uk.
NON-EXECUTIVE DIRECTORS
Angus Crichton-Miller (62)
Chairman
Joined Rank Group plc in 1969 and was appointed
to the Main Board in 1982. Managing Director of
Rank Holidays and Hotels Division from 1990 until
1996. From 1997 to 2001 he was chairman of the
Racecourse Association and a director of the British
Horseracing Board and the Horseracing Betting
Levy Board. Holds two other non-executive
directorships including TDG plc. Appointed non-
executive director of Holidaybreak in December
1996 and became Chairman in June of the
following year.
Peter Folkman (56)
Chairman of the Audit Committee and
Senior Non-executive Director
Twenty-five years' experience in the venture capital
industry, initially with 3i plc where he became a
director in 1986. Left 3i in 1988 to establish North
of England Ventures Ltd which was, in turn,
acquired by Granville Baird in 1996. Mr Folkman
has extensive experience as a non-executive director
of both unquoted and quoted companies.
Appointed to the Board of Holidaybreak as a non-
executive director in September 1997, and became
the senior non-executive director in May 2001.
Clive McLintock (63)
Chairman of the Remuneration Committee
Became a founder director of Barclays Development
Capital Ltd in 1979 after a career in scientific
instrument marketing management and in the City
with a quoted investment trust. Has subsequently
held a variety of board positions, including a non-
executive directorship with Unijet Group plc from
1991 to 1996. Currently part-time executive
chairman of Forum 21 Ltd, a business development
support company that he founded in 1995.
Appointed a non-executive director of Holidaybreak
in August 1999.
EXECUTIVE DIRECTORS
Richard Atkinson (48)
Chief Executive
Appointed Managing Director of Eurocamp Travel
Ltd in 1983 having originally joined the Company
in 1976 as Overseas Manager. Led the management
buy-out in 1988 and became Chief Executive in
January 1996. He is on the board of the
Association of Independent Tour Operators and is a
non-executive director of Keyworld Investments plc.
Robert Baddeley (48)
Finance Director
A Chartered Accountant, he joined the Company in
February 1995 from Swan Steel Group Ltd where he
was Group Finance Director. His career has included
senior financial positions at the Albert Fisher Group
plc and Unigate plc.
Jim Crew (54)
Camping Division Managing Director
Joined the Company in 1989 following a career first
in engineering and then in consultancy. Became a
director in 1990 and was appointed Managing
Director of Eurocamp Travel Ltd in 1996. Now
responsible for all the activities of the Group's
Camping Division.
Nick Cust (44)
Joint Managing Director, Hotel Breaks Division
Has worked in the leisure industry since 1980.
Joined Superbreak in 1985 and was a leading
member of the MBO team. Current responsibilities
include sales, marketing, product development and
key hotel and agent contacts. Appointed to the
Board in September 1997.
Mark Wray (45)
Joint Managing Director, Hotel Breaks Division
A Chartered Accountant, he joined Superbreak in
1984 as Finance Director and was a leading
member of the MBO team. Special responsibility for
finance and administration. Appointed to the Board
in September 1997.
Page 17Page 16
DIRECTORS
The directors of the Company who served during
the year were as follows:
H.A. Crichton-Miller (non-executive chairman)
R.W. Atkinson
R.G. Baddeley
T.V. Cox(resigned 1 January 2001)
J.R. Crew
N.P. Cust
P.J. Folkman (senior non-executive)
C.H. McLintock (non-executive)
S.J. Tobin(appointed 1 January 2001)
M.C. Wray
Members of the Holidaybreak plc Board, left to right:
Nick Cust, Julie Vickers (Company Secretary), Simon Tobin, Richard Atkinson, Clive McLintock, Angus Crichton-Miller (Chairman), Robert Baddeley,Peter Folkman, Mark Wray and Jim Crew.
Holidaybreak plc
In accordance with the Articles of Association of the Company, R.W. Atkinson,
R.G. Baddeley and J.R. Crew retire by rotation at the 2002 Annual General Meeting
and, being eligible, offer themselves for re-election. Details of their service
agreements are as follows:
Director Date of service Initial period Notice period agreement (after expiry of
initial period)
R.W. Atkinson 26 June 1991 3 years 24 months (see note below)
R.G. Baddeley 18 January 1996 1 year 12 months
J.R. Crew 26 June 1991 2 years 12 months
The Remuneration Committee has agreed in principle with Mr. R.W. Atkinson that he should have a
new service agreement that will include a reduction in the notice period to 12 months in accordance
with best practice guidelines. The Company and Mr. Atkinson are now in the process of finalising
the new agreement.
Simon Tobin (46)
Managing Director, Adventure Holidays Division
Joined Keycamp Holidays in 1990 from Contiki Travel,
the European coach holiday operator where he was
Director and General Manager. He was appointed
sales director of Keycamp in 1995 and managing
director in 1998, soon after the acquisition by
Holidaybreak. Appointed managing director of
Explore Worldwide and the Adventure Holidays
Division in January 2001, at which point he also
became a member of the Board.
PRINCIPAL ADVISORS
Details of the Company’s main advisors are shown
below:
Auditors
Arthur Andersen, Chartered Accountants, Bank
House, 9 Charlotte Street, Manchester M1 4EU
Solicitors
Eversheds, Eversheds House, 70 Great Bridgewater
Street, Manchester M1 5ES
Financial Advisers
Hawkpoint Partners Ltd, 4 Great St Helens, London
EC3A 6HA
Principal Bankers
Barclays Bank, 51 Mosley Street, Manchester
M60 2HQ
Stockbrockers
Teather & Greenwood Limited, Beaufort House,
15 St Botolph Street, London EC3A 7QR
Registrars
Northern Registrars Ltd, Northern House, Woodsome
Park, Fenay Bridge, Huddersfield HD8 OLA
Reappointment of Auditors
The directors will place a resolution before the
Annual General Meeting to reappoint Arthur
Andersen as auditors for the ensuing year.
In June 1998 the HampelCommittee and the LondonStock Exchange publishedthe Combined Code oncorporate governance. Thiscombines the Cadbury Codeon corporate governance,the Greenbury Code ondirectors' remuneration andnew requirements arisingfrom the findings of theHampel Committee.
The Board is accountable tothe Company's shareholdersfor good governance andthis statement outlines howthe principles set out inSection 1 of the CombinedCode have been appliedthroughout the accountingperiod.
BOARD RESPONSIBILITIES AND PLANNING
The Board has overall responsibility for the
management of the Group, the formulation of the
Group’s corporate strategy, approval of acquisitions,
annual Group budget, major capital expenditure and
disposals and treasury policy. Control of operational
matters is delegated through the Group Chief
Executive, the Group Finance Director, the respective
divisional and subsidiary managing directors and
local directors as appropriate. This structure ensures
a strong link between corporate strategy and its
effective implementation.
The Board meets at least once each month to review
the affairs and trading progress of the various
businesses within Holidaybreak plc and the Group as
a whole. Each of the executive directors report to the
Board on relevant matters relating to their areas of
responsibility, having previously circulated written
reports to all Board members. All members of the
Board are expected to attend the main monthly
meetings and to arrange their diaries to ensure that
this is possible. With two exceptions there was
100% attendance at all meetings in the period
covered by this Annual Report.
The three trading divisions of the Group, Camping,
Hotel Breaks and Adventure Holidays also hold
monthly board meetings to report on and review
trading progress and discuss future plans. The Group
Chief Executive and Group Finance Director sit on the
divisional boards and attend meetings in a non-
executive capacity.
The planning and budgeting cycle enables
management at all levels to identify and address all
significant business risks and to control the strategic
and financial objectives of the Group. The Board is
responsible for the formulation of medium term
corporate strategy. This in turn provides a basis for
the formulation and review of divisional strategy by
the divisional boards. All strategic plans are subject
to an annual review. Divisional strategic plans and
annual reviews are presented to and reviewed by the
Board and, once approved, form the basis of annual
budgets.
COMPLIANCE WITH THE PROVISIONS OF
THE COMBINED CODE
Save for the one exception outlined below, the
directors consider that throughout the accounting
period ended 30 September 2001 the Company has
complied with the Code provisions set out in
Section 1 of the Combined Code annexed to the
listing rules.
B.1.7 The service agreement for the Chief Executive
provides for a two year notice period. This is
currently under review and agreement in
principle has been reached for the reduction of
this notice period to one year in accordance
with best practice guidelines.
DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare
accounts for each financial year which give a true
and fair view of the state of affairs of the Company
and Group and of the profit or loss of the Group for
that period. In preparing the accounts, the directors
are required to:
• Select suitable accounting policies and then
apply them consistently,
• Make judgements and estimates that are
reasonable and prudent,
• State whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the
accounts,
After making enquiries, the directors have a
reasonable expectation that the Company and the
Group have adequate resources to continue in
operational existence for the foreseeable future. For
this reason, they continue to adopt the going
concern basis.
The directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the
Company and the Group and enable them to
ensure that the accounts comply with the
Companies Act 1985. They are also responsible for
safeguarding the assets of the Company and the
Group and hence for taking reasonable steps for
the prevention and detection of fraud and other
irregularities.
There are inherent limitations in any system of
internal financial control and accordingly even the
most effective system can provide only reasonable,
and not absolute, assurance with respect to the
preparation of financial information and
safeguarding of assets. The Board regularly reviews
the effectiveness of the systems, control and
reporting procedures and will continue to do so,
making any changes required as a result of the
review and the development of the Group.
The Board has applied Principle D.2 of the
Combined Code by establishing a continuous
process for identifying, evaluating and managing
the significant risks the group faces. The Board
regularly reviews the process, which has been in
place from the start of the year to the date of
approval of this report and which is in accordance
with Internal Control: Guidance for Directors on the
Combined Code published in September 1999. The
Board is responsible for the Group's system of
internal control and for reviewing its effectiveness.
Such a system is designed to manage rather than
eliminate the risk of failure to achieve business
objectives, and can only provide reasonable and not
absolute assurance against material misstatement
or loss.
Holidaybreak plc
Page 18 Page 19
Corporate GovernanceNon-executive directors are appointed for specified
terms of three years, subject to three months notice
within that period and also subject to re-election
and to Companies Act provisions relating to the
removal of a director. Reappointment is not
automatic. All directors are subject to election by
shareholders at the first opportunity after their
appointment and to re-election thereafter at
intervals of not more than three years.
Directors are able to take independent professional
advice, if required, at the expense of the Company.
They also have access at all times to the advice and
services of the Company Secretary who is
responsible to the Board for ensuring that Board
procedures are followed and that applicable rules
and regulations are complied with.
Executive directors receive annual appraisals which
are carried out by the Chief Executive. Appraisal
reports are reviewed by the Remuneration
Committee. The Chairman carries out annual
appraisals for the Chief Executive and the other
non-executive directors. All directors receive
appropriate induction training on appointment to
the Board. Other training requirements are
identified as part of the annual appraisal process.
The Audit Committee consisting of the non-
executive directors and chaired by Peter Folkman,
reviews the half-year and annual financial
statements and matters related to internal controls,
including the external audit function.
The Nomination Committee comprising the non-
executive directors and the Chief Executive and
chaired by Angus Crichton-Miller, is responsible for
recommending candidates for Board appointment.
The Remuneration Committee comprising the non-
executive directors and chaired by Clive McLintock
is responsible for ensuring that remuneration policy
facilitates the attraction, retention and motivation
of senior executives of appropriate calibre, whilst
avoiding unnecessary cost.
THE BOARD OF DIRECTORS
The Board of Directors consists of six executive
directors and three independent non-executive
directors, all of whom are considered to be
independent of management and free from any
business or other relationship which could
materially interfere with the exercise of their
independent judgement. The posts of Chairman,
which is a non-executive position, and Chief
Executive are not combined ensuring a clear
division of responsibility at the head of the
Company. A senior non-executive director has been
designated. Biographical notes on all the directors
are to be found on the Company Review page and
fuller biographies are available on the Company's
web site at www.holidaybreak.co.uk.
The Board of Directors hasoverall responsibility forensuring that the Companymaintains a system ofinternal financial control toprovide them withreasonable assuranceregarding the reliability offinancial information usedwithin the business and forpublication and that assetsare safeguarded. The Boardis not aware of anyweaknesses in internalfinancial control that haveresulted in any materiallosses, contingencies oruncertainties requiringdisclosure in the accounts.
Subsidiary businesses produce monthly
management accounts information which is used to
compare actual performance with budget and
medium-term plans. These accounts include updated
forecasts and other information to enable the Board
to assess the prospects of all businesses in the
Group. There are specific guidelines for the
appraisal and authorisation of all capital
expenditure and disposal proposals.
The Group has an established internal organisation
structure with clearly defined lines of responsibility
and accountability. This is supported by well
established and documented accounting controls
and procedures common to all individual businesses.
Certain of the Group's key functions including the
company secretariat, treasury, legal, taxation and
business risk insurance are under taken centrally
under the direct control of the Group Chief
Executive and the Group Finance Director.
Internal Control
Employee representatives, who are members of a
staff council, are consulted regularly on a wide range
of matters affecting their current and future interests.
All permanent employees are entitled to receive
bonuses related to individual or team performance.
All permanent UK employees of the Group are given
the opportunity to join the Savings Related Share
Option Scheme.
CREDITOR PAYMENT POLICY & NUMBER OF
DAYS
The Group’s policy is to pay suppliers on terms
agreed with each supplier. The Company had no
trade creditors outstanding as at 30 September
2001.
AUDITORS
The directors will place a resolution before the
Annual General Meeting to reappoint Arthur
Andersen as auditors for the ensuing year.
ANNUAL GENERAL MEETING
All shareholders receive at least 21 working days
notice of the Annual General Meeting at which all
directors of the Company and chairmen of the
Audit, Nomination and Remuneration Committees
are introduced and are available for questions.
The 2002 Annual General Meeting will be held at
The Oaklands Hotel, Millington Lane, Gorstage,
Weaverham, Northwich, Cheshire CW8 2SU on
Tuesday 26 February 2002 at 2.30 p.m.
The notice convening the meeting together with
the full text of all resolutions are to be found on
pages 43-44 of this Annual Report.
Special Business to be conducted at the
Annual General Meeting
Three resolutions will be proposed as special
business at the forthcoming Annual General
Meeting as follows:
Authority to allot equity securities: Resolution 7
Section 80 of the Companies Act 1985 ("the Act")
provides, in relation to all companies, that the
directors may not allot relevant securities (as
defined in that section) unless authorised to do so
by the Company in general meeting or by its
Articles of Association.
Resolution 7 seeks to renew for a further defined
period, expiring at the conclusion of the 2003
Annual General Meeting or, if earlier, 15 months
after the passing of the resolution, the directors’
limited authority to allot the unissued share capital
of the Company. The authority will relate to
allotments of equity securities up to an aggregate
nominal value of £773,400, representing just under
one-third of the issued ordinary share capital of the
Company as at 15 December 2001. The directors
have no present intention of allotting, or agreeing
to allot, any shares pursuant to this authority
otherwise than in connection with employee share
schemes to the extent permitted by such schemes.
Disapplication of pre-emption rights: Resolution 8
Section 89 of the Act gives holders of equity
securities (within the meaning of the Act), with
limited but important exceptions, certain rights of
pre-emption on the issue for cash of new equity
securities. The directors believe that it is in the best
interests of the Company that, as in previous years,
the Board should have limited authority to allot
some part of the Company’s authorised but
unissued equity share capital for cash without first
having to offer such shares to existing shareholders.
The Board’s current authority expires at the
conclusion of the 2002 Annual General Meeting
and, accordingly, resolution 8 seeks to renew this
authority on similar terms for a further period,
expiring at the conclusion of the 2003 Annual
General Meeting or, if earlier, 15 months from the
passing of the resolution.
The authority, if granted, will relate to allotments
in respect of rights issues and similar offerings
(where difficulties arise in offering shares to
certain overseas shareholders and in relation to
fractional entitlements) and generally to
allotments (other than in respect of rights issues)
of equity securities having an aggregate nominal
value not exceeding £116,000 (representing just
under 5% of the issued ordinary share capital of
the Company as at 15 December 2001).
Purchase of own shares: Resolution 9
Resolution 9 seeks to renew the authority of the
Company to make market purchases of its own
shares. The authority granted by shareholders at
the last Annual General Meeting expires at the
conclusion of the 2002 Annual General Meeting
and, accordingly, resolution 9 seeks to renew the
authority on similar terms for a further period,
expiring at the conclusion of the 2003 Annual
General Meeting or, if earlier, 15 months after the
passing of the resolution.
The authority, if granted, will apply to up to
4,640,900 ordinary 5p shares, representing just
under 10% of the issued ordinary share capital of
the Company as at 15 December 2001. There is
no intention, at present, to use the authority but
the directors consider it advantageous for the
Company to be in a position to make such
purchases. Purchases will only be made where
they are, in the opinion of the directors, in the
interests of the shareholders and where they
should result in an improvement of earnings per
share. The resolution specifies the maximum and
the minimum price at which they may be
purchased, reflecting the requirements of the Act
and the Listing Rules of the United Kingdom
Listing Authority. Purchases would only be made
on the London Stock Exchange.
Any shares purchased would be cancelled and the
number of shares in issue would be reduced.
The number of options to subscribe for new equity
shares that were outstanding at 15 December
2001 (the latest practicable date prior to the
printing of this document) was 2,075,560,
representing approximately 4.47% of the issued
share capital at that date. Should the authority
sought by this resolution be exercised in full, that
number of options would then represent
approximately 4.97% of the issued share capital
at that date.
By order of the Board
J.A. Vickers ACIS
Secretary
Hartford Manor, Greenbank Lane, Northwich,
Cheshire CW8 1HW.
10 December 2001
Holidaybreak plc
Page 20 Page 21
Other InformationCHARITABLE AND POLITICALCONTRIBUTIONSThe Group contributed £24,653 to charities. In
addition, the Group gave support to various
charities, including Children’s Aid Direct, in the
form of donations of used tents and equipment.
The Company did not make any contributions to
political parties.
DISABLED EMPLOYEES
Applications for employment by disabled persons
are always fully considered, bearing in mind the
aptitudes of the applicant concerned. In the event
of members of staff becoming disabled every ef fort
is made to ensure that their employment with the
Group continues and that appropriate training is
arranged. It is the policy of the Group that the
training, career development and promotion of
disabled persons should, as far as possible, be
identical with that of other employees.
EMPLOYEE CONSULTATION
The Group places considerable value on the
involvement of its employees and keeps them
informed on matters affecting them as employees
and on the various factors affecting the
performance of the Group. This is achieved through
formal and informal meetings, regular briefings, the
Company newsletter and circulation of results
announcements and important public statements.
INTERNAL CONTROL (continued)
In compliance with Provision D.2.1 of the
Combined Code, the Board continuously r eviews the
effectiveness of the Group's system of internal
control. The Board's monitoring covers all controls,
including financial, operational and compliance
controls and risk management. It is based
principally on reviewing monthly reports from
executive management to consider whether
significant risks are identified, evaluated, managed
and controlled and whether any significant
weaknesses are promptly remedied and indicate a
need for more extensive monitoring. The Board has
considered the need to establish an internal audit
resource and have concluded that the cur rent
control mechanisms are sufficient for the size of the
Group. The Board will continue to review this
decision. The Board has commissioned a specific
assessment of the Group’s Risk Management
Policies and Procedures including those internal
controls that exist to mitigate the impact of
identified risks. It is not the Group’s intention to
avoid all commercial risks and commercial
judgement will be made in the course of the
management of the Group’s operations.
The Audit Committee assists the board in
discharging its review responsibilities.
Children at project Lightforce International in
Albania benefiting from donated tents
Holidaybreak and the Environment
The Board of Holidaybreak plc recognises the
environmental issues arising from the growth in
travel and fully supports the principles of
sustainable tourism. Our operating companies act
as facilitators rather than principals but will always
support and co-operate with measures taken to
protect and enhance the local environment.
This is demonstrated in practical ways.
• Customers and employees are made aware of
environmental issues and asked to act with
these in mind through guides, manuals and
training.
• Camping accommodation is non-permanent
and ‘low-rise’ and energy consumption is low.
An environmental audit confirmed that it is a
relatively ‘eco-friendly’ form of tourism.
• Our camping division recycles unwanted tents
and equipment in co-operation with various
charitable agencies.
• Explore Worldwide supports various conservation
organisations and third world community
projects and has recently received several awards
in recognition of its commitment to sustainable
tourism.
The Remuneration Committee presents this report toshareholders on behalf of the Board. Full details ofExecutive Director remuneration in the year to 30September 2001 along with details of directors’shareholdings and share options are given in note 6 to theAccounts (p30-33).
Pension Contributions The Company operates
contributory money purchase pension schemes for
the benefit of its executives and most other
employees. In all cases, basic salary only is
pensionable. Executives are able to increase pension
contributions through salary sacrifice and benefit
from a portion of the savings in National Insurance
charges. Pension contributions on behalf of
Executive Directors are 15% of base salary, before
any salary sacrifice element.
Share Options The Company believes that share
options are an important element in Executive
Director remuneration packages. This is particularly
so where the executive in question holds only a
limited number of Holidaybreak plc shares. Current
policy is to grant a moderate level of options on a
regular, annual basis. More information on the
Company’s share option schemes is given opposite.
Service Agreements
The Committee regards the stipulated notice periods
for its Executive Directors to be of mutual benefit.
The service agreement for the Group Chief Executive
currently provides for a two year notice period. This
is currently under review and agreement in principle
has been reached for the reduction of this notice
period to one year. No other agreements stipulate a
notice period of over one year.
In cases of early termination of contracts, subject to
legal constraints, the level of compensation will be
determined in accordance with two principles:
•Dealing fairly with the individual according to the
particular circumstances
•Taking full account of the departing executive’s
obligations to mitigate loss
Details of the service agreements of those directors
who retire by rotation at the 2002 Annual General
Meeting are given on page 16.
Sh a re SchemesThe Company currently operates three share
option schemes. There are also two share
incentive plans in existence, although neither is
currently being actively used. Further details of
the number of shares under option and details of
options currently held by executive directors are
given in note 6 to the Accounts (p30-33).
The issuing of new shares to satisfy share option
grants is limited by the rules of the various schemes
which restrict the level of total grants to a pre-
determined percentage of share capital, within
specified timescales. Where necessar y, the
Company acquires additional shares on the open
market to satisfy the grant of share options which it
wishes to make. Information on the schemes is
given below. With the exception of the Savings
Related Scheme, share options are not granted at a
discount to market value.
2001 Savings Related Share Option Scheme
This is an Inland Revenue approved scheme
whereby employees enter into a three or five year
savings contract with a maximum monthly savings
amount of £250 and a minimum of £5. On
maturity of the savings contract the employee is
able to exercise the options. The option price is set
at the commencement of the savings contract.
There are no performance criteria relating to this
scheme.
The Company offers the opportunity of
participation to all UK based permanent employees
at least once each year with an option price set at
20% below the prevailing market rate. Currently,
273 employees holding a total of 470,676 options
are participating in the scheme. A further 402,216
options have been exercised by 128 employees
since the introduction of the original scheme in
1991.
2001 Approved Company Share Option Plan
This scheme is subject to a £30,000 limit on the
value of options which may be granted to an
individual employee, in order to qualify for Inland
Revenue approval.
To be exercisable, options must normally be held for
at least three or five years, depending on the
performance measurement period applied to the
grant. They must be exercised within ten years of
date of grant. In the case of the Executive and
Divisional Directors, it is the Remuneration
Committee’s current policy to grant options subject
to performance conditions where growth in
earnings per share over the five years immediately
following grant must be at least 15% above the
increase in RPI over that period. For other
employees, growth in earnings per share must be at
least 6% above RPI over three years.
The Company’s policy has been to offer executive
share options fairly widely to senior and middle
management. Currently, 61 employees holding
691,436 options are participating in this and the
previous Inland Revenue approved scheme. A
further 644,033 options have been exercised by 33
employees since the original scheme’s inception in
1991.
1996 Unapproved Share Option Scheme
This scheme was introduced to allow the Company
to grant options which exceed the £30,000 value
limit for Inland Revenue approved schemes. The
scheme provides for two types of option (‘A’ and
‘B’). To be exercisable, ‘A’ options must be held for
at least three years. In the case of options granted
from 12 January 2000, they must be exercised
within ten years of date of grant, and growth in
earnings per share over three consecutive years
within the ten year period, must be at least 6%
above the increase in RPI o ver the same period.
‘A’ Options granted prior to 12 January 2000 must
be exercised within seven years of date of grant.
Together with grants under the 1991 Executive
Scheme and its successor, ‘A’ options up to a
combined value of four times salary can be granted
under the scheme rules, over a ten year period.
Grants of ‘B’ options are made to the Executive
Directors and a limited number of other senior
executives on a regular, annual basis. Per formance
criteria are significantly more demanding than for
‘A’ options. For ‘B’ options to be exercisable, the
increase in earnings per share over the five years
following the option grant must be at least 10%
above RPI growth over that period. In the case of
new grants this figure will increase to 15%. ‘B’
Options must be exercised within ten years of date
of grant. Under the terms of the scheme, over a ten
year period, grants of ‘B’ Options up to a combined
value of eight times salary can be made, including
grants made under other executive and other
discretionary schemes.
Currently, 44 employees holding 529,336 ‘A’
options are participating in the scheme and 17
employees hold 799,382 ‘B’ options. 223,403
scheme options have been exercised by 14
employees since its inception.
1997 Long Term Incentive Plan and 1997
Employee Incentive Plan The 1997 LTIP and EIP
schemes have, in the past, been used to facilitate
effective and tax efficient operation of Executive
Directors’ performance linked bonus schemes, a
portion of the bonuses being paid in shares held as
nil cost options (LTIP) or shares held in trust (EIP).
Neither scheme is currently being actively used and
the numbers of shares and share options involved is
small. The interests of Executive Directors in these
schemes is shown in note 6 to the Accounts (p.33).
C H McLintock
Remuneration Committee Chairman
10 Decemeber 2001
Holidaybreak plc
Page 22 Page 23
Remuneration
The Committee is responsible for determining the
remuneration packages of the Company’s Executive
Directors. In addition, it has a broader remit which
includes Executive Director performance, career
development and training requirements together
with stewardship of the Company’s share option
schemes.
Basic Salary Salaries are set taking into account
performance and appropriate comparatives in the
market place.
Performance Linked Bonus Bonuses are based on
one year performance criteria. Executive Directors
are able to earn a bonus of 35% of their base
salary on achievement of budget targets. A 10%
bonus is paid on achievement of 97% of budget.
No bonus is payable below that figure. The bonus
can rise to 65% of salary, but to reach this level
would require exceptional achievement,
substantially outperforming budget targets.
A review of remuneration policy is set out below.
In October 2000 the Committee commissioned a
comparative review of Executive Director
remuneration, which was carried out by Arthur
Andersen. The recommendations of this review
were taken fully into account when remuneration
packages for 2001 were agreed and were again
referred to in deliberations for 2002.
Scope and Objectives
Attracting, retaining and motivating directors and
senior management of appropriate calibre and
experience is essential to the Company’s future
success. The Remuneration Committee’s primar y
objective is to ensure that remuneration policy
supports this objective whilst avoiding unnecessary
cost.
Remuneration Policy
Executive Director remuneration packages consist
of various components:
• Basic salary
• Company car
• Performance linked bonus
• Private healthcare insurance
• Pension contributions
• Share options
• Life assurance
• Permanent health insurance
R e m u n e rat i o nCo m m i t tee Repo rtR e m u n e rat i o nCo m m i t tee Repo rt
Membership
The Remuneration Committee consists
of the Company’s three independent,
non-executive directors:
C. H. McLintock (Chairman)
H. A. Crichton-Miller
P. J. Folkman
NON-EXECUTIVE DIRECTOR
REMUNERATION
For non-executive directors other than the
Chairman, fees are reviewed annually. Proposals
are made to the Board following consultation
between the Chief Executive and Chairman. For the
Chairman, the Board will consider proposals put
forward by the Chief Executive following
consultation with the other directors and the
company’s professional advisors. Currently, the
Chairman’s fees are fixed for the three years of his
service agreement which expires on 1 June 2003.
Remuneration Committee, left to right:
Angus Crichton-Miller, Clive McLintock and
Peter Folkman
Holidaybreak plc
To the Shareholders of Holidaybreak plc:
We have audited the financial statements of Holidaybreak plc for the year
ended 30 September 2001 which comprise the Profit and Loss account, the
Balance Sheet, the Movement in Equity Shareholders’ Funds, the Cash Flow
Statement, the Statement of Total Recognised Gains and Losses and the related
notes numbered 1 to 24. These financial statements have been prepared under
the accounting policies set out therein.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the Annual Report and the financial
statements in accordance with applicable law and United Kingdom Accounting
Standards are set out in the Directors' responsibilities on page 19. Our
responsibility is to audit the financial statements in accordance with relevant
legal and regulatory requirements, United Kingdom Auditing Standards and the
Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the Directors' Report is not
consistent with the financial statements, if the Company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law or the Listing Rules
regarding directors' remuneration and transactions with the Company and other
members of the Group is not disclosed.
We review whether the Corporate Governance Statement reflects the Company’s
compliance with the seven provisions of the Combined Code specified for our
review by the Listing Rules, and we report if they do not. We are not required to
consider whether the Board’s statements on internal control cover all risks and
controls, or form an opinion on the effectiveness of the Group’s corporate
governance procedures or its risk and control procedures.
We read the other information contained in the Annual Report, including the
Corporate Governance Statement and consider whether it is consistent with the
audited financial statements. This other information comprises only the
Chairman's Statement and the Operating and Financial Review, Directors’
Report, Corporate Governance Statements, Remuneration Report, Statement of
Directors’ Responsibilities and Five-year summary. We consider the implications
for our report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements. Our responsibilities do not extend
to any other information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements
and of whether the accounting policies are appropriate to the circumstances of
the Company and of the Group, consistently applied and adequately disclosed.
We planned and per formed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of
affairs of the Company and of the Group at 30 September 2001 and of the
Group’s profit for the year then ended and have been properly prepared in
accordance with the Companies Act 1985.
Arthur Andersen
Chartered Accountants and Registered Auditors
Bank House
9 Charlotte Street
Manchester
M1 4EU
10 December 2001
Page 24
R e po rt by the Au d i tors
Co n s o l i d ated profit and loss acco u nt for the year ended 30 September 2001
Page 25
2001 2000As restated
(see note 10)
Notes £’000 £’000
Turnover 1 192,489 164,518
Cost of sales (136,485) (116,210)__________ __________
Gross profit 56,004 48,308
Administrative expenses (31,496) (25,506)
Operating profit before goodwill amortisation and exceptional operating costs 26,674 23,667
Goodwill amortisation (1,703) (865)
Exceptional operating costs 4 (463) -__________ __________
Operating profit 24,508 22,802
Investment income 2 725 436
Interest payable and similar charges 3 (3,590) (3,394)__________ __________
Profit on ordinary activities before taxation 4 21,643 19,844
Tax on profit on ordinary activities 7 (6,289) (5,854)__________ __________
Profit on ordinary activities after taxation 15,354 13,990
Dividends paid and proposed 8 (8,343) (7,725)__________ __________
Retained profit for the year 21 7,011 6,265__________ __________
Earnings per ordinary share 9
Headline earnings per ordinary share 38.1p 34.0p
Basic earnings per ordinary share 33.4p 32.0p
Diluted headline earnings per ordinary share 37.5p 33.4p
Diluted basic earnings per ordinary share 32.8p 31.4p__________ __________
All activity is derived from continuing operations.
The accompanying notes are an integral part of this consolidated profit and loss account.
R e co n c i l i ation of move m e nts in Group share h o l d e r s’ funds for the year ended 30 September 2001
2001 2000As restated
(see note 10)
£’000 £’000
Profit on ordinary activities after taxation 15,354 13,990
Dividends paid and proposed (8,343) (7,725)
__________ __________
7,011 6,265
New share capital subscribed 1,122 12,162
Exchange differences (52) (288)__________ __________
Net addition to shareholders’ funds 8,081 18,139
Opening equity shareholders’ funds (2000 - originally £6,681,000, restated for prior year adjustment of £4,907,000) 19,913 1,774
__________ __________
Closing equity shareholders’ funds 27,994 19,913__________ __________
Group Company________________________ _______________________
2001 2000 2001 2000As restated
Notes (see note 10)
£’000 £’000 £’000 £’000
Fixed assets
Intangible assets – goodwill 11 31,600 32,753 - -
Tangible assets 12 57,728 53,779 - -
Investments 13 1,896 1,079 129,956 129,956__________ __________ __________ __________
91,224 87,611 129,956 129,956__________ __________ __________ __________
Current assets
Assets held for disposal 14 2,626 3,463 1,000 1,106
Debtors 15 13,421 12,690 12,166 7,920
Cash at bank and in hand 49,169 47,803 - 192
__________ __________ __________ __________
65,216 63,956 13,166 9,218__________ __________ __________ __________
Creditors: Amounts falling due within one year 16 (61,925) (52,553) (25,214) (8,110)__________ __________ __________ __________
Net current assets (liabilities) 3,291 11,403 (12,048) 1,108__________ __________ __________ __________
Total assets less current liabilities 94,515 99,014 117,908 131,064
Creditors: Amounts falling due after more than one year 17 (60,499) (73,619) (45,500) (60,000)
Provisions for liabilities and charges 19 (6,022) (5,482) - -__________ __________ __________ __________
Net assets 27,994 19,913 72,408 71,064__________ __________ __________ __________
Capital and reserves
Called-up share capital 20 2,317 2,290 2,317 2,290
Share premium account 21 28,728 27,411 69,819 68,502
Other reserves 21 87 87 87 87
Profit and loss account 21 (3,138) (9,875) 185 185
__________ __________ __________ __________
Equity shareholders’ funds 27,994 19,913 72,408 71,064__________ __________ __________ __________
Signed on behalf of the Board
R.W. AtkinsonDirector
10 December 2001
The accompanying notes are an integral part of these balance sheets.
2001 2001 2000 2000Notes £’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Net cash inflow from operating activities 22 39,684 39,726
Returns on investments and servicing of finance
Interest received 725 436
Interest paid (1,772) (2,082)
Interest element of hire purchase payments (1,445) (1,312)__________ __________
(2,492) (2,958)
Taxation
UK Taxation paid (6,482) (3,964)
Overseas Taxation paid (1,118) (1,116)__________ __________
(7,600) (5,080)
Capital expenditure
Purchase of own shares (822) (1,059)
Sale (purchase) of other investments 5 (20)
Purchase of tangible fixed assets (9,839) (9,371)
Receipts from sale of tangible fixed assets 2,936 5,015__________ __________
(7,720) (5,435)
Acquisitions and disposals
Purchase of subsidiary under takings (net of cash acquired) 13 - (7,843)__________ __________
- (7,843)
Equity dividends paid (7,639) (6,569)__________ __________
Cash inflow before management of liquid resources and financing 14,233 11,841
Financing
Issue of ordinary share capital 1,122 560
(Decrease) increase in loans 23 (8,500) 16,535
Capital element of hire purchase payments 23 (7,213) (6,776)__________ __________
(14,591) 10,319__________ __________
(Decrease) increase in cash in the year 23 (358) 22,160__________ __________
The accompanying notes are an integral part of this consolidated cash flow statement.
Co n s o l i d ated state m e nt of total re cognised gains and losses for the year ended 30 September 2001
2001 2000
As restated(see note 10)
£’000 £’000
Profit for the financial year 15,354 13,990
Loss on foreign cur rency translation (52) (288)__________ __________
Total recognised gains and losses relating to the year 15,302 13,702__________ __________
Prior year adjustment (see note 10) (4,907)__________
Total gains and losses recognised since last annual report and financial statements 10,395__________
Ho l i d ayb reak plc
Ba l a n ce sheets for the year ended 30 September 2001 Co n s o l i d ated cash flow state m e nt for the year ended 30 September 2001
Page 26 Page 27
The principal Group accounting policies, all of which have been appliedconsistently throughout the current year and the preceding year, with theexception of the policy for deferred taxation, are set out below.
Basis of accountingThe financial statements have been prepared under the historical cost conventionand in accordance with applicable accounting standards.
Basis of consolidationThe Group financial statements consolidate the accounts of Holidaybreak plc andits subsidiary under takings for the year to 30 September 2001.
No profit and loss account is presented for Holidaybreak plc, as permitted bySection 230 of the Companies Act 1985. The company’s profit after tax for theyear, determined in accordance with the Act, was £8,343,000 (year ended 30September 2000 - £7,842,000).
Intangible assets - goodwillGoodwill arising on consolidation, representing the excess of the fair value of theconsideration given over the fair value of the separate net assets acquired, iscapitalised and written off on a straight line basis over its useful economic life,which is assumed to be 20 years. Goodwill arising on acquisitions prior to 1October 1999 was written off to reserves in accordance with the accountingstandard then in force. As permitted by FRS10 the goodwill previously writtenoff to reserves has not been reinstated in the balance sheet. On disposal of apreviously acquired business, the attributable amounts of goodwill previouslywritten off to reserves is included in determining the profit or loss on disposal.
InvestmentsIn the Company’s balance sheet, investments in subsidiary undertakings arestated at cost. Provisions for temporary fluctuations in value are not made. Onlydividends received and receivable are credited to the Company’s profit and lossaccount.
Tangible fixed assetsAll tangible fixed assets are shown at cost.
Depreciation is provided using the straight-line method at rates calculated towrite off the cost less estimated residual value of each asset over its expecteduseful economic life, as follows:
Freehold land and buildings 50 yearsShort leasehold improvements Term of leaseCamping equipment 2-5 yearsMobile homes 10 yearsOffice equipment and motor vehicles 4-5 years
Profits or losses on the disposal of tangible fixed assets are included in thecalculation of operating profit.
TaxationCurrent tax, including UK corporation tax and foreign tax, is provided at amountsexpected to be paid (or recovered) using the tax rates and laws that have beenenacted or substantially enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that haveoriginated but not reversed at the balance sheet date where transactions orevents that result in an obligation to pay more tax in the future or a right to payless tax in the future have occurred at the balance sheet date. Timingdifferences are differences between the Group’s taxable profits and its results asstated in the financial statements that arise from the inclusion of gains andlosses in tax assessments in periods different from those in which they arerecognised in the financial statements.
Taxation (continued)A net deferred tax asset is regarded as recoverable and therefore recognised onlywhen, on the basis of all available evidence, it can be regarded as more likelythan not that there will be suitable taxable profits from which the future reversalof the underlying timing differences can be deducted.
Deferred tax is not recognised when fixed assets are revalued unless by thebalance sheet date there is a binding agreement to sell the revalued assets andthe gain or loss expected to arise on sale has been recognised in the financialstatements. Neither is deferred tax recognised when fixed assets are sold and itis more likely than not that the taxable gain will be rolled over, being charged totax only if and when the replacement assets are sold.
Deferred tax is recognised in respect of the retained earnings of overseassubsidiaries and associates only to the extent that, at the balance sheet date,dividends have been accrued as receivable or a binding agreement to distributepast earnings in future has been entered into by the subsidiary or associate.
Deferred tax is measured at the average tax rates that are expected to apply inthe periods in which the timing differences are expected to reverse, based on taxrates and laws that have been enacted or substantively enacted by the balancesheet date. Deferred tax is measured on a non-discounted basis.
Pension costsThe Group provides pensions to directors and senior employees through definedcontribution pension schemes. The assets of the schemes are held independentlyof the Group by an insurance company. The amount charged to the profit andloss account is the contributions payable in the year.
Foreign currencyTransactions denominated in foreign currencies are recorded in the local cur rencyat actual exchange rates which are largely based on forward exchange contracts.
Monetary assets and liabilities denominated in foreign currencies at the periodend are reported at the rates of exchange prevailing at the period end or, whereappropriate, at the rate of exchange in a related forward exchange contract. Anygain or loss arising from a change in exchange rates subsequent to the date ofthe transaction is included as an exchange gain or loss in the profit and lossaccount.
The results of overseas operations are translated at the average rates of exchangeduring the period and their balance sheets at the rates ruling at the balancesheet date. Exchange differences arising on translation of the opening net assetsand results of overseas operations and on foreign currency borrowings, to theextent that they hedge the group’s investment in such operations, are dealt withthrough reserves.
Hire purchase agreements and leasesAssets acquired under hire purchase agreements are initially reported at the fairvalue of the asset with an equivalent liability categorised as appropriate undercreditors due within or after one year. The asset is depreciated over its usefuleconomic life. Finance charges are allocated to accounting periods over theperiod of the agreement to produce a constant rate of charge on the outstandingbalance. Rentals are apportioned between finance charges and reduction of theliability. Rentals under operating leases are charged on a straight-line basis overthe lease term.
TurnoverTurnover comprises the sales of holidays and other travel services provided by theGroup, excluding VAT and similar taxes.
Derivatives and other financial instrumentsDetails of all derivatives and other financial instruments are covered in note 18to the accounts.
1 Segment information 2001 2000Group turnover by geographical origin was as follows: £’000 £’000_____________________________________________________________________________________________________________________
United Kingdom and Ireland 158,989 130,732
Netherlands and Belgium 15,659 15,939
Germany, Switzerland and Austria 13,650 14,126
Others 4,191 3,721__________ __________
192,489 164,518__________ __________
Group turnover and operating profit before exceptional operating costs and goodwill amortisation by class of business was as follows
Turnover Operating profit before exceptional operating costsand goodwill amortisation
_______________________ _______________________
2001 2000 2001 2000 £’000 £’000 £’000 £’000
Camping 103,691 102,357 17,833 17,001
Hotel Breaks 57,768 46,054 5,466 4,390
Adventure Holidays 31,030 16,107 3,375 2,276__________ __________ __________ __________
192,489 164,518 26,674 23,667 __________ __________ __________ __________
Analyses of operating profit by geographic area and net assets by geographical area and class of business have not been disclosed as the directors believethat publication of such information would be seriously prejudicial to the interests of the Group.
2 Investment income
Investment income comprises: 2001 2000£’000 £’000
_____________________________________________________________________________________________________________________
Bank interest receivable 725 436__________ __________
3 Interest payable and similar charges
2001 200£’000 £’000
_____________________________________________________________________________________________________________________
Bank loans and overdrafts 2,167 2,082
Hire purchase contracts 1,423 1,312__________ __________
3,590 3,394__________ __________
4 Profit on ordinary activities before taxation
2001 200Profit on ordinary activities before taxation is stated after charging: £’000 £’000_____________________________________________________________________________________________________________________
Depreciation and amounts written off tangible fixed assets
- owned 8,186 8,318
- held under hire purchase contracts 3,508 2,964
Hire of plant and machinery under operating leases 250 231
Other operating lease rentals 484 744
Auditors’ remuneration - audit 123 111
- non-audit 84 66
Exceptional operating costs 463 -
Staff costs (see note 5) 19,708 16,918__________ __________
Exceptional operating costs of £463,000 were incurred following the collapse of the company’s insurers, Independent Insurance plc, in June 2001.These costs include additional insurance premiums and a provision for potential future claims.
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Page 28 Page 29
5 Staff costs
Particulars of employees (including executive directors) are as shown below:
2001 2000
Employee costs during the year amounted to: £’000 £’000_____________________________________________________________________________________________________________________
Wages and salaries 17,890 15,398
Social security costs 1,303 1,072
Pension costs 515 448 __________ __________
19,708 16,918__________ __________
2001 2000
The average monthly number of persons employed by the Group during the year was as follows: Number Number employed employed
_____________________________________________________________________________________________________________________
Management and administration 715 628
Couriers 897 826 __________ __________
1,612 1,454 __________ __________
The Group operates an Inland Revenue approved employee share option scheme and has taken advantage of the exemption given in UITF Abstract 17,"Employee Share Schemes" from recognising a charge in the profit and loss account for the discount on the options.
6 Directors’ remuneration, interests and transactions
Directors’ remuneration: Gain on Performance exercise
Salaries/ Taxable related of share Pension Total Total fees benefits bonus options contributions 2001 2000
£’000 £’000 £’000 £’000 £’000 £’000 £’000_____________________________________________________________________________________________________________________
Executive:
R.W. Atkinson 206 9 74 125 31 445 301
R.G. Baddeley 114 12 40 134 17 317 180
T.V. Cox (resigned 1 January 2001) 68 1 - - - 69 75
J.R. Crew 144 11 53 - 22 230 246
N.P. Cust 85 12 46 155 29 327 150
S.J.Tobin (appointed 1 January 2001) 91 9 - 67 14 181 -
M.C. Wray 86 10 46 89 28 259 148
Non-executive:
H.A. Crichton-Miller 50 - - - - 50 33
P.J. Folkman 17 - - - - 17 15
C.H. McLintock 17 - - - - 17 15_________ _________ _________ _________ _________ _________ _________
Aggregate emoluments 878 64 259 570 141 1,912 1,163 _________ _________ _________ _________ _________ _________ _________
Total 2000 665 44 274 73 107 1,163 _________ _________ _________ _________ _________ _________
There have been no changes in the directors since the year end.
Pension contributions for six directors (2000 - five directors) were paid to money purchase schemes.
No emoluments have been waived by the directors (2000 - £nil).
During the year the highest paid director received emoluments, excluding pension contributions, of £414,000 (2000 - £259,000).
6 Directors’ remuneration, interests and transactions (continued)
Directors’ interests:
The directors’ interests in the share capital of the Company, all of which are beneficial, were as follows:
30 September 2001 30 September 2000 or date of appointment if later_________________________ _______________________
Number of Number of Number of Number of ordinary 5p options ordinary 5p options
shares shares_____________________________________________________________________________________________________________________
H.A. Crichton-Miller 50,000 - 50,000 -
R.W. Atkinson 774,159 140,299 774,159 117,424
R.G. Baddeley 11,237 190,701 7,258 199,551
J.R. Crew 53,154 150,197 113,154 97,427
N.P. Cust 1,076 102,586 1,076 139,401
P.J. Folkman 20,200 - 20,200 -
C.H. McLintock 8,000 - 8,000 -
S.J. Tobin (appointed 1 January 2001) - 78,531 - -
M.C. Wray 6,076 139,334 1,076 151,245
In addition to the above beneficial interests, R.W. Atkinson and R.G. Baddeley, as directors of Holidaybreak Trustee Limited, have a non-beneficial interest in 627,519, (2000 - 377,519) ordinary 5p shares which are held by Holidaybreak Trustee Limited as trustee of the Holidaybreak Employee Share Trust. The shares are held on behalf of participants in the Company’s Share Option Schemes and Share Award Plans. Shares held by the Trust on behalf of thedirectors are declared in the above beneficial interests.
On 5 October 2001 R. W. Atkinson purchased 6,634 ordinary 5p shares in Holidaybreak plc under the 1991 Savings Related Share Option Scheme at a price of 156.0p per share. The market price of the Holidaybreak plc 5p ordinary shares on 5 October 2001 was 382.5p. None of the directors has anyother interests requiring disclosure under the Companies Act 1985.
Directors’ share options:
Market Option At 1 Granted Exercised Date price on At 30 normally
October during during option date of September Option exercisable Expiry2000 year year exercised exercise 2001 price from date
or date ofappointment
if later
1991 Executive (Performance Related) Share Option Scheme_____________________________________________________________________________________________________________________
R.W. Atkinson 50,000 - 50,000 14 Jun 2001 459.0p - 210.0p
R.G. Baddeley 50,000 - - 50,000 253.0p 30 Mar 1988 30 Mar 2005
R.G. Baddeley 50,000 - - 50,000 210.0p 14 Aug 1998 14 Aug 2005
J.R. Crew 40,000 - - 40,000 308.0p 27 July 1995 27 July 2002
N.P. Cust 50,000 - 50,000 22 May 2001 411.0p - 210.0p
N.P. Cust 18,072 - 18,072 22 May 2001 411.0p - 166.0p
S.J. Tobin 15,384 - 15,384 29 Sep 2001 362.5p - 195.0p
M.C. Wray 50,000 - 25,000 22 May 2001 411.0p 25,000 210.0p 14 Aug 1998 14 Aug 2005
M.C. Wray 18,072 - 10,000 22 May 2001 411.0p 8,072 166.0p 2 Sep 1999 2 Sep 2006
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6 Directors’ remuneration, interests and transactions (continued)
Directors’ share options: (continued)
Market Option At 1 Granted Exercised Date price on At 30 normally
October during during option date of September Option exercisable Expiry2000 year year exercised exercise 2001 price from date
or date ofappointment
if later
1996 Unapproved Share Option Scheme (‘A’ Options) _____________________________________________________________________________________________________________________
R.G. Baddeley 46,084 - 46,084 7 Sep 2001 450.0p - 166.0p
R.G. Baddeley 10,000 - - 10,000 195.0p 29 Sep 2001 29 Sep 2005
J.R. Crew 10,000 - - 10,000 195.0p 29 Sep 2001 29 Sep 2005
N.P. Cust 1,928 - 1,928 22 May 2001 411.0p - 166.0p
N.P. Cust 25,000 - - 25,000 242.5p 2 July 2000 2 July 2004
N.P. Cust 10,000 - - 10,000 195.0p 29 Sep 2001 29 Sep 2005
S.J. Tobin 24,616 - 24,616 29 Sep 2001 362.5p - 195.0p
S.J. Tobin 20,000 - - 20,000 276.5p 30 June 2002 30 June 2006
M.C. Wray 1,928 - - 1,928 166.0p 2 Sep 1999 2 Sep 2003
M.C. Wray 25,000 - - 25,000 242.5p 2 July 2000 2 July 2004
M.C. Wray 10,000 - - 10,000 195.0p 29 Sep 2001 29 Sep 2005
1996 Unapproved Share Option Scheme (‘B’ Options) _____________________________________________________________________________________________________________________
R.W. Atkinson 55,000 - - 55,000 315.0p 8 Mar 2005 8 Mar 2010
R.W. Atkinson - 31,763 - 31,763 287.5p 27 Dec 2005 27 Dec 2010
R.W. Atkinson - 38,161 - 38,161 325.0p 27 Dec 2005 27 Dec 2010
R.G. Baddeley 33,333 - - 33,333 315.0p 8 Mar 2005 8 Mar 2010
R.G. Baddeley - 17,404 - 17,404 287.5p 27 Dec 2005 27 Dec 2010
R.G. Baddeley - 20,888 - 20,888 325.0p 27 Dec 2005 27 Dec 2010
J.R. Crew 41,269 - - 41,269 315.0p 8 Mar 2005 8 Mar 2010
J.R. Crew - 22,691 - 22,691 287.5p 27 Dec 2005 27 Dec 2010
J.R. Crew - 27,255 - 27,255 325.0p 27 Dec 2005 27 Dec 2010
N.P. Cust 28,571 - - 28,571 315.0p 8 Mar 2005 8 Mar 2010
N.P. Cust 15,120 - 15,120 287.5p 27 Dec 2005 27 Dec 2010
N.P. Cust 18,176 - 18,176 325.0p 27 Dec 2005 27 Dec 2010
S.J. Tobin 20,238 - - 20,238 315.0p 8 Mar 2005 8 Mar 2010
S.J. Tobin 17,404 - - 17,404 287.5p 27 Dec 2005 27 Dec 2010
S.J. Tobin 20,888 - - 20,888 325.0p 27 Dec 2005 27 Dec 2010
M.C. Wray 28,571 - - 28,571 315.0p 8 Mar 2005 8 Mar 2010
M.C. Wray 15,120 - 15,120 287.5p 27 Dec 2005 27 Dec 2010
M.C. Wray 18,176 - 18,176 325.0p 27 Dec 2005 27 Dec 2010
6 Directors’ remuneration, interests and transactions (continued)
Directors’ share options: (continued)
Market Option At 1 Granted Exercised Date price on At 30 normally
October during during option date of September Option exercisable Expiry2000 year year exercised exercise 2001 price from date
or date ofappointment
if later
1991 Savings Related Share Option Scheme _____________________________________________________________________________________________________________________
R.W. Atkinson 6,634 - - 6,634 156.0p 1 Oct 2001 1 Apr 2002
R.W. Atkinson 2,857 - - 2,857 241.5p 1 Sep 2003 1 Mar 2004
R.G. Baddeley 2,041 - 2,041 19 Dec 2001 334.5p -
R.G. Baddeley 3,479 - - 3,479 194.0p 1 Mar 2004 1 Sep 2004
R.G. Baddeley 2,678 - - 2,678 252.0p 1 Sep 2005 1 Mar 2006
J.R. Crew 4,037 - - 4,037 241.5p 1 Sep 2001 1 Mar 2002
N.P. Cust 3,062 - 3,062 15 Dec 2001 333.5p -
N.P. Cust 1,997 - - 1,997 194.0p 1 Mar 2002 1 Sep 2002
M.C. Wray 10,207 - 10,207 6 Dec 2001 307.0p -
M.C. Wray 6,696 - - 6,696 252.0p 1 Sep 2005 1 Mar 2006
2001 Savings Related Share Option Scheme _____________________________________________________________________________________________________________________
R.W. Atkinson - 2,951 - 2,951 343.0p 1 Oct 2006 1 Apr 2007
R.G. Baddeley - 983 - 983 343.0p 1 Oct 2006 1 Apr 2007
J.R. Crew - 2,824 - 2,824 343.0p 1 Oct 2004 1 Apr 2005
N.P. Cust - 2,951 - 2,951 343.0p 1 Oct 2006 1 Apr 2007
1997 Long Term Incentive Plan _____________________________________________________________________________________________________________________
R.W. Atkinson 2,933 - - 2,933 Nil cost 1 Nov 2000 22 Dec 2004
R.G. Baddeley 1,936 - - 1,936 Nil cost 1 Nov 2000 22 Dec 2004
J.R. Crew 2,121 - - 2,121 Nil cost 1 Nov 2000 22 Dec 2004
N.P. Cust 771 - - 771 Nil cost 1 Nov 2000 22 Dec 2004
M.C. Wray 771 - - 771 Nil cost 1 Nov 2000 22 Dec 2004
Details of share awards are as follows:
1997 Employee Incentive Plan At Share awards At 30 Market price Price Period during 1 October made during September on date of paid per which shares
2000 period 2001 share award share held in trust _____________________________________________________________________________________________________________________
R.W. Atkinson 3,726 - 3,726 308.0p Nil 1 Oct 1999 to 30 Sept 2002
R.G. Baddeley 2,258 - 2,258 308.0p Nil 1 Oct 1999 to 30 Sept 2002
J.R. Crew 3,797 - 3,797 308.0p Nil 1 Oct 1999 to 30 Sept 2002
N.P. Cust 584 - 584 308.0p Nil 1 Oct 1999 to 30 Sept 2002
M.C. Wray 584 - 584 308.0p Nil 1 Oct 1999 to 30 Sept 2002
Further details of share schemes, their relevant performance conditions and maximum awards permitted are contained in the Remuneration Committee Report which can be found on pages 22 to 23 of the report and accounts.
The middle market price of the ordinary shares at 30 September 2001 was 362.5p and the range during the year was 273.5p to 474.5p.
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7 Tax on profit on ordinary activitiesThe tax charge comprises: 2001 2000
As restated(see note 10)
£’000 £’000_____________________________________________________________________________________________________________________
UK corporation tax
- charge for the year 4,658 5,301
- overprovision in respect of prior years - (1,038)
Foreign taxation 1,091 1,090__________ __________
5,749 5,353
Deferred taxation (see note 19) 540 501__________ __________
6,289 5,854 __________ __________
The difference between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax is as follows:
Group profit on ordinary activities before tax 21,643 19,844
__________ __________
Tax on Group profit on ordinary activities at standard UK corporation tax rate of 30% (2000 - 30%) 6,493 5,953
Effects of:
Capital allowances in excess of depreciation (540) (501)
Other timing differences (204) (99)
__________ __________
5,749 5,353
__________ __________
8 Dividends paid and proposed 2001 2000 £’000 £’000
_____________________________________________________________________________________________________________________
Under provision in respect of final dividend 13 406
Interim dividend paid of 5.4p per ordinary share (2000 - 4.8p) 2,497 2,190
Final dividend proposed of 12.6p per ordinary share (2000 - 11.2p) 5,833 5,129
__________ __________
8,343 7,725 __________ __________
9 Earnings per ordinary share
Headline earnings per share are based on Group profit on ordinary activities, after taxation, but before exceptional operating costs and goodwill amortisation, of £17,520,000 (2000 - £14,855,000, as restated). The directors consider that this gives a better understanding of the Group’s earnings following the change in the accounting treatment of goodwill in 2000.
Basic earnings per ordinary share are based on Group profit on ordinary activities, after taxation, of £15,354,000 (2000 - £13,990,000, as restated) and on 45,991,047 average ordinary shares in issue, weighted on a time basis (2000 - 43,531,036). Diluted earnings per ordinary share (basic and headline) are calculated on the basis of the weighted average ordinary shares in issue increased by the weighted average of all ordinary shares under option which represent all potentially dilutive ordinary shares. The total potential weighted average ordinary shares in issue, weighted on a time basis, was 46,744,141 (2000 - 44,357,023).
10 Prior year adjustmentThe Directors have adopted FRS 19, "Accounting for Deferred Taxation", during the year. This has resulted in an increase in the deferred tax liability recognised, arising due to timing differences, of £4,907,000 at 1 October 1999. Profit after tax has reduced by £10,000 on the year ended 30 September 2001 as a result of this change in policy (2000 - an increase of £46,000 in profit after taxation).
As a result, comparative figures for the year ended 30 September 2000 have been adjusted as follows:
Profit forthe year
after Netdividends assets
£’000 £’000_____________________________________________________________________________________________________________________
As previously reported 6,219 24,774
Impact of implementation of FRS 19 46 (4,861)__________ __________
As restated 6,265 19,913__________ __________
11 Intangible assets - goodwill Group£’000
_____________________________________________________________________________________________________________________
Cost
As at 1 October 2000 33,618
Adjustment 550__________
As at 30 September 2001 34,168__________
Amortisation
As at 1 October 2000 865
Charge for the year 1,703__________
As at 30 September 2001 2,568__________
Net Book Value at 30 September 2001 31,600__________
Net Book Value at 30 September 2000 32,753 __________
The adjustment to goodwill relates to a re-assessment of the fair value of assets and liabilities acquired when the company purchased Explore Worldwide Limited on 17 February 2000 and Regal Diving & Tours Limited on 4 August 2000.
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12 Tangible fixed assets Office
Freehold Short equipment land and leasehold Camping Mobile and motor buildings improvements equipment homes vehicles Total
£’000 £’000 £’000 £’000 £’000 £’000_____________________________________________________________________________________________________________________
Cost
At 1 October 2000 3,887 734 14,356 52,938 6,558 78,473
Additions 27 8 5,755 11,195 1,071 18,056
Transfer to current assets - - - (3,863) - (3,863)
Disposals - - (5,195) (1,892) (483) (7,570)
__________ __________ __________ __________ _________ __________
At 30 September 2001 3,914 742 14,916 58,378 7,146 85,096__________ __________ __________ __________ _________ __________
Depreciation
At 1 October 2000 285 438 6,933 13,317 3,721 24,694
Charge 78 34 4,828 5,681 1,073 11,694
Transfer to current assets - - - (2,237) - (2,237)
Disposals - - (5,195) (1,186) (402) (6,783)
__________ __________ __________ __________ _________ __________
At 30 September 2001 363 472 6,566 15,575 4,392 27,368__________ __________ __________ __________ _________ __________
Net book value
At 30 September 2001 3,551 270 8,350 42,803 2,754 57,728
__________ __________ __________ __________ _________ __________
At 30 September 2000 3,602 296 7,423 39,621 2,837 53,779
__________ __________ __________ __________ _________ __________
Included within mobile homes are assets under hire purchase contracts with a net book value of £30,028,600 (2000 - £26,551,000).
13 Fixed asset investments Group Company
________________________ _______________________
2001 2000 2001 2000 £’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Subsidiary undertakings - - 129,956 129,956
Holidaybreak plc ordinary shares held under trust 1,881 1,059 - -
Other investments 15 20 - -
__________ __________ __________ __________
1,896 1,079 129,956 129,956__________ __________ __________ __________
13 Fixed asset investments (continued)
Principle Group investmentsThe Company and the Group have investments in the following subsidiary undertakings which principally affected the profits and net assets of the Group. To avoid a statement of excessive length, details of investments which are not significant have been omitted.
The principal subsidiary undertakings of Holidaybreak plc are as follows:
Country of incorporation Proportion of share capital Proportion of share capitaland operation held by the Company (%) held by the Group (%)
_____________________________________________________________________________________________________________________
Camping operators:Eurocamp Travel Limited England 100Sunsites Limited England 100Keyline Continental Limited England 100Keycamp Holidays (Ireland) Limited Ireland 100
Hotel short-break operator:Superbreak Mini-Holidays Limited England 100
Agency companies:Eurocamp Travel GmbH Germany 100Eurocamp Travel (Schweiz) AG Switzerland 100Camping in Comfort BV Netherlands 100Keycamp Holidays Netherlands BV Netherlands 100
Adventure holidays:Explore Worldwide Limited England 100Explore Aviation Limited England 100Regal Diving & Tours Limited England 100
Holding and other companies:Superbreak Mini-Holidays Group Limited England 100Eurocamp Travel B.V Netherlands 100Camping Division Limited England 100Explore Limited England 100Eurocamp Air Travel Limited England 100Holidaybreak Trustee Limited England 100
Own shares Group
£’000
Cost and net book value
At 1 October 2000 1,059
Additions 822__________
At 30 September 2001 1,881__________
Own shares held under trust:
Shares of the Company are held under trust by Holidaybreak Trustee Limited (a wholly owned subsidiary of Holidaybreak plc) for the benefit of participants in the Holidaybreak plc Long Term Incentive Plan, Holidaybreak plc Share Award Plan, Holidaybreak plc Employee Incentive Plan and Holidaybreak plc Executive Share Option Schemes.
During the year Holidaybreak Trustee Limited has purchased 250,000 ordinary 5p shares in Holidaybreak plc.
On 17 February 2000, the Company acquired 100% of the issued share capital of Explore Worldwide Limited and on 4 August 2000 acquired 100% of the issued share capital of Regal Diving & Tours Limited. On 17 July 2000, Superbreak Mini-Holidays Limited acquired the business of Hotelnet and on 28 September 2000 it acquired the business of Rainbow Holidays. The total consideration was £36,230,000. Net outflows of cash in respect of these additions were:
2000 £’000
_____________________________________________________________________________________________________________________
Cash consideration 14,140
Cash at bank and in hand acquired (6,297)__________
7,843__________
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14 Assets held for disposal Group Company
________________________ _______________________
2001 2000 2001 2000£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Other investments held for disposal 1,000 1,106 1,000 1,106
Mobile homes held for disposal 1,626 2,357 - -__________ __________ __________ __________
2,626 3,463 1,000 1,106 __________ __________ __________ __________
Other investments held for disposal are preference shares in the former printing businesses of Baldwin Limited.
Mobile homes for disposal are stated at net realisable value.
15 Debtors
Amounts falling due within one year: Group Company
________________________ _______________________
2001 2000 2001 2000£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Trade debtors 6,344 6,225 - -
Amounts owed by subsidiary under takings - - 11,448 7,448
VAT receivable and other debtor s 3,521 2,807 349 16
Prepayments 3,556 3,658 369 456__________ __________ __________ __________
13,421 12,690 12,166 7,920 __________ __________ __________ __________
16 Creditors: Amounts falling due within one year
Group Company________________________ _______________________
2001 2000 2001 2000£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Obligations under hire purchase contracts 6,535 7,128 - -
Bank loans and overdrafts 7,883 159 7,443 -
Amounts owed to subsidiary under takings - - 11,938 2,884
Payments received on account 3,123 2,437 - -
Trade creditors 15,820 12,344 - -
Corporation tax 4,168 6,006 - -
Other creditors 3,994 3,131 - -
Social security and PAYE 390 331 - -
Dividends payable 5,833 5,129 5,833 5,129
Accruals and deferred income 14,179 15,888 - 97__________ __________ __________ __________
61,925 52,553 25,214 8,110__________ __________ __________ __________
17 Creditors: Amounts falling due after more than one year Group Company
________________________ _______________________
2001 2000 2001 2000£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Obligations under hire purchase agreements 14,315 12,719 - -
Bank loan 36,035 50,535 36,035 50,535
Loan notes 9,465 9,465 9,465 9,465
Other creditors 684 900 - -__________ __________ __________ __________
60,499 73,619 45,500 60,000 __________ __________ __________ __________
Borrowings are repayable as follows: Group Company________________________ _______________________
2001 2000 2001 2000£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Hire purchase agreements: -
Within 1 year 6,535 7,128 - -
Within 1-2 years 5,077 5,371 - -
Within 2-5 years 9,238 7,348 - -
Bank loan and loan notes:
Within 1 year 7,883 159 7,443 -
Within 1-2 years 33,500 32,535 33,500 32,535
Within 2-5 years 12,000 18,000 12,000 18,000
Over 5 years - 9,465 - 9,465__________ __________ __________ __________
Total borrowings 74,233 80,006 52,943 60,000 __________ __________ __________ __________
The bank loan and loan notes are secured by a fixed and floating charge over the Group’s assets.
18 Derivatives and other financial instruments
Page 7 of the Operating and Financial Review provides an explanation of the role that financial instruments have had during the period creating or changing the risks the Group faces in its activities. The explanation summarises the objectives and policies for holding or issuing financial instruments and similar contracts, and the strategies for achieving those objectives that have been followed during the period.
The numerical disclosures in this note deal with financial assets and financial liabilities as defined in Financial Reporting Standard 13 "Derivatives and Other Financial Instruments: Disclosures" (FRS 13). Cer tain financial assets such as investments in subsidiary and associated companies are excluded from the scope of these disclosures.
As permitted by FRS 13, short term debtors and creditors have been excluded from the disclosures, other than the currency disclosures.
Financial assets
The Group has no financial assets other than the following cash deposits: 2001 2000£’000 £’000
_____________________________________________________________________________________________________________________
Sterling 46,793 43,132
Euros 1,398 3,228
US dollars 978 1,443__________ __________
49,169 47,803__________ __________
The deposits form part of the normal financing arrangements of the Group and include deposits placed on money market at call, seven day and monthly rates.
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18 Derivatives and other financial instruments (continued)Financial liabilities
After taking into account interest rate swaps entered into by the Group, the interest rate profile of the Group’s financial liabilities is as follows:
2001 2000£’000 £’000
_____________________________________________________________________________________________________________________
Fixed rate 29,206 22,603
Floating rate 45,027 57,403__________ __________
74,233 80,006__________ __________
Analysis of the fixed interest rate profile is as follows:
Weighted average fixed interest rate (%) 6.0 7.0Weighted average period for which rate is fixed (years) 2.7 2.1
The interest rate on floating rate bank loans is linked to one-month and six-month LIBOR in the case of sterling liabilities and the interest rate on floating rate hire purchase loans is linked to a mixture of bank base rate and three-month LIBOR.
The maturity profile of the Group’s financial liabilities is set out in notes 16 and 17.
Currency exposuresAs at 30 September 2001 the Group had no material currency exposure after taking into account the various forward contracts held at the year end.
Fair values There is no material difference between the book values and fair values of the Group’s financial assets and liabilities at 30 September 2001.
19 Provisions for liabilities and charges
Group Company________________________ _______________________
2001 2000 2001 2000As restated
(see note 10)£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Deferred taxation - accelerated capital allowances 6,022 5,482 - -__________ __________ __________ __________
The movement during the year was as follows:
Group Company________________________ _______________________
2001 2000 2001 2000As restated
(see note 10)£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
At 1 October 2000 5,482 4,981 - -
Charged to profit and loss account 540 501 - -__________ __________ __________ __________
At 30 September 2001 6,022 5,482 - -__________ __________ __________ __________
20 Called-up share capital
2001 2000£’000 £’000
_____________________________________________________________________________________________________________________
Authorised
90,000,000 ordinary shares of 5p each (2000 – 90,000,000) 4,500 4,500__________ __________
Allotted, called-up and fully-paid
46,334,693 ordinary shares of 5p each (2000 – 45,790,611) 2,317 2,290 __________ __________
Shareholders’ authority for the purchase of up to 4,582,530 of the Company’s ordinary shares of 5p each was still valid at the end of the year.
During the year 544,082 ordinary 5p shares were issued, with a nominal value of £27,204, in respect of Holidaybreak plc share option schemes.
Details of outstanding share options as at 30 September 2001 are as follows:
Number of Averageshares Exercise price Dates exercise
under option range (p) of grant price (p)_____________________________________________________________________________________________________________________
1991 Savings Related Share Option Scheme 383,859 156.0 - 252.0 1996-2000 212.0
2001 Savings Related Share Option Scheme 156,367 343.0 2001 343.0
1991 Executive (Performance Related) Share Option Scheme 666,640 166.0 - 326.0 1992-2000 279.0
2001 Company Share Option Scheme 24,796 405.5 2001 405.5
1996 Unapproved Share Option Scheme (‘A’ Options) 534,336 166.0 - 405.5 1996-2001 249.0
1996 Unapproved Share Option Scheme (‘B’ Options) 799,382 287.5 - 325.0 2000-2001 312.0
1997 Long-Term Incentive Plan 8,532 Nil 1997 Nil__________
2,573,912__________
Further details of the Company’s share option schemes, together with details of performance criteria are contained in the Remuneration Committee Report on pages 22 to 23 of the report and accounts.
21 Reserves
Sharepremium Other Profit and account reserves loss account Total
Group £’000 £’000 £’000 £’000 _____________________________________________________________________________________________________________________
At 1 October 2000 (as restated) 27,411 87 (9,875) 17,623
Premium on new shares issued 1,317 - - 1,317
Exchange differences - - (52) (52)
Transfer in respect of Quest and EBT - - (222) (222)
Retained profit for the year - - 7,011 7,011__________ __________ __________ __________
At 30 September 2001 28,728 87 (3,138) 25,677__________ __________ __________ __________
During the year ended 30 September 2001, the Company received £404,474 from the issue of shares in respect of the exercise of options administered by the Qualifying Employee Share Ownership Trust (Quest) and the Employee Benefit Trust (EBT). Employees paid £182,944 to the Group for the issue of these shares. The balance of £221,530 comprised contributions to the Quest and the EBT from subsidiary undertakings and is shown as a transfer from the Profit & Loss Reserve.
Ho l i d ayb reak plc
No tes to the acco u nts (continued) No tes to the acco u nts (continued)
Page 40 Page 41
R e po rt by the Au d i tors by Holidaybreak plc on Corporate Governance Matters
21 Reserves (continued)
The cumulative amount of goodwill resulting from acquisitions which has been written off prior to the adoption of FRS10 "Goodwill and Intangible Assets" is £86,305,000.
Sharepremium Other Profit andaccount reserves loss account Total
Company £’000 £’000 £’000 £’000 _____________________________________________________________________________________________________________________
At 1 October 2000 68,502 87 185 68,774
Premium on new shares issued 1,317 - - 1,317
Retained profit for the year - - - -__________ __________ __________ __________
At 30 September 2001 69,819 87 185 70,091__________ __________ __________ __________
22 Reconciliation of operating profit to operating cash flows2001 2000
£’000 £’000 _____________________________________________________________________________________________________________________
Operating profit 24,508 22,802
Depreciation charges and amortisation of goodwill 13,397 12,147
Non-cash fair value adjustment to goodwill (note 11) (550) -
(Increase) decrease in debtors (414) 1,971
Increase in creditors 2,743 2,806__________ __________
Net cash inflow from operating activities 39,684 39,726 __________ __________
23 Analysis and reconciliation of net debt
Other 1 October non-cash 30 September
2000 Cash flow items 2001£’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Cash at bank and in hand 47,803 1,366 - 49,169
Overdrafts (159) (1,724) - (1,883)
Debt due within one year - - (6,000) (6,000)
Debt due after one year (60,000) 8,500 6,000 (45,500)
HP contracts (19,847) 7,213 (8,217) (20,851)__________ __________ __________ __________
Net debt (32,203) 15,355 (8,217) (25,065) __________ __________ __________ __________
2001 2000 £’000 £’000
_____________________________________________________________________________________________________________________
(Decrease) increase in cash in the year (358) 22,160
Cash outflow (inflow) from decrease (increase) in debt and lease financing 15,713 (9,759)__________ __________
Change in net debt resulting from cash flows 15,355 12,401
New hire purchase contracts (8,217) (10,243)
New loan notes - (9,465)
Net debt at beginning of year (32,203) (24,896)__________ __________
Net debt at end of year (25,065) (32,203) __________ __________
24 Guarantees and other financial commitments
a) Capital commitments 2001 2000
At the end of the year, Group capital commitments were: £’000 £’000 _____________________________________________________________________________________________________________________
Contracted for but not provided for 1,709 2,539__________ __________
b) Contingent liabilities
The Group’s bankers have provided guarantees of approximately £11,894,000 (2000 - £11,510,000) in respect of the Group’s trading activities.
c) Pension arrangements
The Group has defined contribution pension schemes for its directors and senior employees. The pension charge for the year, reflecting amounts paid, was £515,000 (2000 - £448,000).
d) Lease commitments
Annual commitments under non-cancellable operating leases are as follows: Group__________________________________________________
Property Office equipment
2001 2000 2001 2000 £’000 £’000 £’000 £’000
_____________________________________________________________________________________________________________________
Leases which expire
- within 1 year 96 45 22 31
- within 2 to 5 years 37 107 232 292
- after 5 years 352 303 - 1__________ __________ __________ __________
485 455 254 324__________ __________ __________ __________
Leases of land and buildings are typically subject to rent reviews at various intervals specified in the leases and provide for the lessee to pay all insurance,maintenance and repairs costs.
There are no operating leases in the Company.
Ho l i d ayb reak plc
No tes to the acco u nts (continued)
Page 42 Page 43
Registered Office: Hartford Manor, Greenbank Lane,
Northwich, Cheshire CW8 1HW, England
(Registered in England No. 2305562)
Notice is hereby given that the Annual General Meeting ("the Meeting") of
Holidaybreak plc ("the Company") for the year 2002 will be held at The Oaklands
Hotel, Millington Lane, Gorstage, Weaverham, Northwich, Cheshire CW8 2SU on
Tuesday, 26 February 2002 at 2.30 p.m. for the following purposes:
Ordinary Business1. To receive and adopt the directors’ report and the audited accounts for the
year ended 30 September 2001.
2. To declare a final dividend of 12.6 pence per ordinary share in respect of the
year ended 30 September 2001.
3. To re-elect Mr. Richard Westaway Atkinson as a director, who retires by
rotation under Article 76 of the Company’s Articles of Association.
4. To re-elect Mr. Robert Gregory Baddeley as a director, who retires by rotation
under Article 76 of the Company’s Articles of Association.
5. To re-elect Mr. James Robert Crew as a director, who retires by rotation under
Article 76 of the Company’s Articles of Association.
6. To reappoint Arthur Andersen as auditors and to authorise the directors to fix
the auditors’ remuneration.
No t i ce of Annual Ge n e ral Me e t i n g
Ho l i d ayb reak plc
Page 44
Special BusinessTo consider and, if thought fit, pass the following resolutions, resolution 7 beingproposed as an ordinary resolution and resolutions 8 and 9 being proposed as specialresolutions:
7. That for the purposes of Section 80 of the Companies Act 1985 ("the Act") (andso that expressions used in this resolution shall bear the same meaning as in thesaid Section) the directors be and they are hereby generally and unconditionallyauthorised to exercise all powers of the Company to allot relevant securities up toan aggregate nominal amount of £773,400, being not more than one third of theCompany’s issued share capital at 15 December 2001, provided that:
(i) this authority will expire at the conclusion of the next Annual GeneralMeeting of the Company held after the passing of this resolution or 15months after the passing of this resolution whichever is the earlier except tothe extent that the same is rene wed or extended on or before that date;
(ii) the Company may prior to the expiry of such period make any offer oragreement which would or might require rele vant securities to be allottedunder this authority after it expires and the directors may allot relevantsecurities in pursuance of any such offer or agreement notwithstanding theexpiry of the authority given by this resolution, and
(iii) the authority hereby given shall be in substitution for any existing authoritiesunder Section 80 of the Act.
8. That, subject to the passing of resolution 7, in accordance with Section 95(1) ofthe Act, the directors of the Company be and they are hereby authorised to makeallotments of equity securities (as defined in Section 94(2) of the Act) for cash,pursuant to the general authority conferred upon them in accordance with Section80 of the Act by resolution 7 above as if Section 89(1) of the Act did not apply toany such allotments so that:
(i) reference to allotment in this resolution shall be construed in accordancewith Section 94(3) of the Act; and
(ii) the power conferred by this resolution shall enable the Company to makeany offer or ag reement before the expiry of the period stated in (b) belowwhich would or might require equity securities to be allotted after the expiryof the said power and the directors may allot equity securities in pursuanceof any such offer or agreement notwithstanding the expiry of such power;
PROVIDED however that the power conferred by this resolution shall:
a) be limited:
(i) to the allotment of equity securities which are offered to all the holdersof issued ordinary shares of the Company (at a date selected by thedirectors of the Company) where the equity securities respectivel yallotted to the holders of ordinary shares are as nearly as practicable inproportion to the number of ordinary shares held by them respectivelybut subject to such exclusions and other arrangements that thedirectors of the Company may deem necessary or expedient in relationto fractional entitlements or any legal or practical difficulties under thelaws of any territory or the requirements of any regulatory body or stockexchange;
(ii) to the allotment (otherwise than pursuant to sub-paragraph (a)(i)above) of equity securities up to an aggregate nominal value of£116,000 being not more than 5% of the Company’s issued ordinaryshare capital at the 15 December 2001; and
b) expire at the conclusion of the next Annual General Meeting of the Companyheld after the passing of this resolution or 15 months from the passing ofthis resolution whichever is the earlier except to the extent that the same isrenewed or extended on or before that date.
9. That the Company be and is hereby generally and unconditionally authorised,pursuant to Section 166 of the Act, to make one or more market purchases (withinthe meaning of Section 163 of the Act) of ordinary shares of 5p each in the
capital of the Company ("ordinary shares" or singularly "ordinary share") on suchterms and in such manner as the directors may from time to time determine,provided that:
i) the maximum aggregate number of ordinary shares hereby authorised to bepurchased is 4,640,900 (representing just less than 10% of the Company’sissued ordinary share capital at 15 December 2001);
ii) the minimum price which may be paid for such ordinary shares is 5p pershare (exclusive of expenses);
iii) the maximum price (exclusive of expenses) which may be paid for anordinary share is not more than 5% above the average of the middle marketquotations for an ordinary share as derived from the London Stock ExchangeDaily Official List for the five business days immediately preceeding the dayon which the ordinary share is purchased;
iv) unless previously revoked or varied, the authority hereby confer red shallexpire on the earlier of the conclusion of the next Annual General Meeting ofthe Company held after the passing of this resolution and 15 months afterthe passing of this resolution; and
v) the Company may make a contract or contracts to purchase ordinary sharesunder the authority hereby conferred prior to the expiry of such authority,which will or may be executed and completed wholly or partly after theexpiry of such authority, and the Company may make a purchase orpurchases of ordinary shares in pursuance of any such contract or contracts.
By order of the Board
J. A. Vickers ACISSecretary
Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW
14 January 2002
Notes
1 A member entitled to attend and vote at the Meeting is entitled to appoint one or
more proxies to attend and, on a poll, to vote instead of him or her. A proxy need
not be a member of the Company. To be valid the form of proxy, duly executed,
together with any power of attorney or other authority under which it is executed,
must be deposited with Northern Registrars, Northern House, Woodsome Park,
Fenay Bridge, Huddersfield, HD8 0LA no later than 48 hours before the Meeting.
Completion and return of the form of proxy will not prevent a member attending
the Meeting and voting in person if he or she so wishes. A form of proxy for use
at the Meeting is enclosed herewith.
2 Pursuant to the Uncertificated Securities Regulations 1995, the Company has
specified that only those shareholders registered in the Register of Members of
the Company at 2.30 p.m. on 24 February 2002 will be entitled to attend and
vote at the Meeting in respect of the number of Shares registered in their name at
that time. Changes to the Register of Members after 2.30 p.m. on 24 February
2002 will be disregarded in determining the rights of any person to attend and
vote at the Meeting.
3 Copies of the Register of the Directors’ Interests in the share capital of the
Company and the Directors’ Service Agreements will be available for inspection at
the registered office of the Company during normal business hours on any
business day (Saturdays, Sundays and public holidays excepted) from the date of
this Notice up to and including the date of the Annual General Meeting and will
also be available for inspection at The Oaklands Hotel, Millington Lane, Gorstage,
Weaverham, Northwich, Cheshire CW8 2SU from 12 noon on the day of the
Annual General Meeting until its conclusion.
No t i ce of Annual Ge n e ral Meeting (co nt i n u e d )
EurocampSelf-drive camping and mobile-home
holidays in France, Italy and seven
other European countries.
08709 019404 www.eurocamp.co.uk
KeycampMobile-home and tent holidays in
France and seven other European
countries. Available through agents.
08707 000123 www.keycamp.com
Eurocamp Independent European camp-site reservation service
for customers with their own caravan,
tent or motor-home.
08709 060604
www.eurocampindependent.co.uk
Sites AbroadBudget ‘no frills’ camp-site reservations
service offered by Eurocamp
Independent.
08709 040030
Touring Cheque‘Go as you please’ option offered by
Eurocamp Independent
08709 060123
EurovillagesHoliday villages and centres in France,
Italy, Spain, Holland and Germany.
Self-drive and fly/drive options.
08709 019458 www.eurovillages.co.uk
Camping Adventure
Find out more about our holidays
If you would like to find out more about any of our holidays please ring the numbers shown below for a brochure or visit the relevant website.
Shareholders are entitled to a 10% reduction on full brochure prices for bookings made direct. Details of our shareholder discount scheme are sent out
with the Annual Report and are also on our corporate website at www.holidaybreak.co.uk.
All our consumer sites can conveniently be accessed through the corporate site. The Holidaybreak plc site is there to meet the needs of anyone who
has an interest in our financial and corporate affairs. All Company announcements are posted on the site as soon as they are released by the London
Stock Exchange. It also contains a wealth of background information about the Company and its development, detailed biographies of directors and
other senior management.
Explore WorldwideSmall group tours, treks, safaris and
expeditions all over the world - over
100 countries and 300 different tours
on offer. Suited to a wide range of
ages, interests and holiday aspirations.
01252 760000
www.exploreworldwide.com
Regal Dive WorldwideWorldwide diving and snorkelling
holidays for all age groups and levels.
Learn to dive and more advanced
courses, liveaboards and safaris.
Red Sea, Caribbean, Maldives,
Indonesia and more.
08702 201777
www.regal-diving.co.uk
Hotel Breaks
SuperbreakHotel short-breaks throughout the UK.
Special theatre, rail inclusive and
event packages also offered. Available
in travel agents.
08705 499499 www.superbreak.com
Hotel BreaksHotel short-breaks in the UK. Hotel
only or rail inclusive. Available in
travel agents.
08705 499499 www.superbreak.com
Luxury Hotel CollectionA unique selection of Britain’s finest
hotels. Elegant accommodation, fine
cuisine and outstanding hospitality.
08705 499499
European HotelsHotels in European cities and beyond,
including 250 hotels in all the top city
break destinations plus 100 more on-
line. Available through agents.
08705 499499 www.superbreak.com
Theatrebreak Hotel, theatre and dining packages -
mainly London.
08705 499499
National Trust Short Break CollectionSpecial brochure for National Trust
members. Each booking generates a
donation to the National Trust.
08706 001818
Airport HotelsOvernight hotels and parking at all
major UK airports for customers flying
to overseas holiday destinations.
08705 499499
HotelnetThe leading UK hotel booking service on
the internet. More than 40,000 hotels
worldwide, over 98% of which offer
instant online availability and booking.
www.hotelnet.co.uk
www.holidaybreak.co.uk