2024 Demerger Overview

Demerger of Webjet Group Limited.

On 17 September 2024, Webjet Limited convened an Extraordinary General Meeting where shareholders considered, voted and approved the Demerger of Webjet Group Limited (Webjet B2C) from Webjet Limited.

The successful Demerger results in two ASX listed companies, with leadership positions in their respective industries and each with their own distinctive operating profiles, strategies and growth opportunities:

  • Webjet Group Limited - ASX:WJL which operates the B2C businesses of Webjet OTA and GoSee.
  • Web Travel Group Limited - ASX:WEB (Webjet Limited renamed) which operates the WebBeds B2B business.

Information relating to the Demerger can be found below.

Demerger Booklet.

You can download or view the shareholder Demerger booklet here.

Highlights of the Demerger.

With the Demerger approved, eligible shareholders will receive one Webjet Group Limited (Webjet B2C) Share for every Webjet Limited Share they held on the Demerger Record Date (being 7.00pm AEST on 24 September 2024). Shareholders also retained their existing shareholding in Webjet Limited (renamed Web Travel Group Limited post Demerger).

Advantages of the Demerger.
  • Create two independent and simplified businesses with increased focus for Web Travel Group and Webjet Group (Webjet B2C)
  • Improve the ability for each business to pursue independent strategic priorities and growth agendas
  • Allow each business to adopt tailored capital structures and financial policies appropriate for each businesses’ unique characteristics
  • Introduce flexibility for existing and new shareholders to choose their level of investment in WEB Travel Group and Webjet Group (Webjet B2C)

The advantages of the Demerger are expected to outweigh the disadvantages associated with the Demerger. Please see Section 1.3 and Section 1.4 of the Demerger Booklet for further details on the advantages and disadvantages of the Demerger.

Resolutions voted on at the Webjet Limited Extraordinary General Meeting.

At the Extraordinary General Meeting, eligible Webjet Limited shareholders voted on three resolutions:

  • Demerger Resolution: The Demerger of Webjet Group Limited (Webjet B2C) from Webjet Limited. The Demerger was effected by way of an in-specie dividend and capital reduction;
  • Change of Name Resolution:  Change of company name from “Webjet Limited” to “WEB Travel Group Limited”; and
  • Executive Incentive Resolution: The issue of Webjet Limited rights to John Guscic under the Webjet Limited Long Term Incentive Plan. The Webjet Limited rights to be issued under the Executive Incentive Resolution will replace the rights to be issued of Resolution 4, approved at Webjet Limited’s 2024 Annual General Meeting.

Note: The Demerger Resolution was not conditional on the Change of Name Resolution or the Executive Incentive Resolution being approved. For more information, please refer to the Demerger Booklet.

FAQ's

What will the tax cost base be for my Webjet Group Limited shares if I receive/received those shares as a result of the demerger?

An overview of the tax outcomes for shareholders as a result of the Demerger is set out in Section 5 of the Demerger Booklet. Broadly, shareholders must apportion the tax cost base of their WEB Travel shares just before the Demerger between their WEB Travel shares and Webjet Group shares held just after the Demerger. The Class Ruling requested from the Australian Taxation Office is expected to state what the Commissioner will accept as a reasonable apportionment of a shareholder’s tax cost base between their WEB Travel shares and Webjet Group shares. The Class Ruling is expected to be available in October 2024, after the implementation of the Demerger.

If I held Webjet Limited shares as at the demerger record date, when will I receive my Webjet Group Limited shares?

Eligible Shareholders will receive one Webjet Group Limited (WJL) share for each Webjet Limited (now called WEB Travel Group Limited) share held on the Demerger Record Date (24 September 2024). The issue date for new WJL shares is currently set to be 30 September 2024 with new holding statements to be sent to shareholders on 2 October via either email access link or post depending on your communication preference.

Demerger timetable.

Following are the dates associated with the Demerger timetable, from issue of the Demerger booklet in August 2024 through to dispatch of payment to Ineligible Shareholders and Selling Shareholders in November 2024.

All dates and times below are Australian Eastern Standard Time (AEST), all dates and times following the date of the EGM are indicative only.

Any changes to the timetable to be announced through ASX and will be notified on both company's Investor Centre websites.

Event.

Demerger Booklet Date

Indicative Date.

Thursday, 8 August 2024

Event.

Last time and date by which proxy forms for the Extraordinary General Meeting must be received by the Webjet Limited Share Registry

Indicative Date.

9.00am (AEST), Sunday, 15 September 2024

Event.

Extraordinary General Meeting Record Date

Indicative Date.

7:00pm (AEST),Sunday, 15 September 2024

Event.

Date for determining eligibility to vote at the Extraordinary General Meeting

Indicative Date.

7:00pm (AEST),Sunday, 15 September 2024

Event.

Extraordinary General Meeting

Indicative Date.

9.00am (AEST), Tuesday, 17 September 2024

Event.

Last date Webjet Limited Shares trade on ASX cum-entitlements under the Demerger Admission of Webjet B2C to the Official List

Indicative Date.

Friday, 20 September 2024

Event.

Last date by which Sale Facility Forms must be received by the Webjet Limited Share Registry (for Eligible Shareholders who collectively hold 500 Webjet Limited Shares as at the EGM Record Date)

Indicative Date.

5:00pm (AEST), Friday, 20 September 2024

Event.

First date Webjet Limited Shares trade on ASX on an ex-Demerger entitlement basis

Indicative Date.

Monday, 23 September 2024

Event.

Webjet B2C Shares commence trading on ASX on a conditional and deferred basis

Indicative Date.

Monday, 23 September 2024

Event.

Demerger Record Date. Date for determining entitlement to Webjet B2C Shares under the Demerger

Indicative Date.

7:00pm (AEST), Tuesday, 24 September 2024

Event.

Implementation Date. Transfer of Webjet B2C Shares to Eligible Shareholders (other than Selling Shareholders) and Sale Agent

Indicative Date.

Monday, 30 September 2024

Event.

Normal trading of Webjet B2C Shares on ASX commences

Indicative Date.

Tuesday, 1 October 2024

Event.

Dispatch of holding statements to Eligible Shareholders (other than Selling Shareholders)

Indicative Date.

Wednesday, 2 October 2024

Event.

Completion of sale of Webjet B2C Shares under Sale Facility

Indicative Date.

Monday, 21 October 2024

Event.

Dispatch of payment to Ineligible Shareholders and Selling Shareholders

Indicative Date.

Expected to occur on or before Monday, 4 November 2024

Web Travel Group Investor Centre

Following the successful demerger, each company has independent Investor Centre websites. The Web Travel Group Investor Centre contains the historical ASX Releases, Company Reports and Presentations of Webjet Limited prior to the Demerger. Please visit this website to access this information.

hm img ft mission black Sep24

To help people travel by seamlessly integrating world class technology to offer unparalleled choice and convenience.

hm img ft vision black Sep24

To enhance the leadership positions of our online travel marketplaces in Australia and New Zealand.

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