RNS Number:6344K
Parkdean Holidays PLC
01 May 2003

                             Parkdean Holidays plc

           Proposed Acquisition of Pactrem Limited for #13.11 million

                          #8.33 million Vendor Placing

                     New #93.75 million Banking Facilities



Parkdean Holidays plc is a UK focused holiday park operator of seven parks in
South West England, four in Scotland and one in Wales. Today it makes its first
acquisition since its flotation on AIM in May 2002 bringing the number of
holiday parks owned by the Group to 14.



Summary

  * Agreed to acquire Pactrem Limited, the owner and operator of two holiday
    parks in Cornwall, which will increase the Parkdean hire fleet by 25 per
    cent to 1,984 holiday hire units.

     - White Acres: 140 acre, five star, holiday park near Newquay, with 229
caravans and 42 lodges for holiday hire, together with 60 touring pitches.



     - Sea Acres :    20 acre, four star holiday park overlooking Kennack
Sands on the Lizard Peninsula with 132 static caravan holiday homes for hire.



  * Total consideration #13.1 million, satisfied by:



-     #1.78 million in cash

-     issue of 7,000,000 New Ordinary Shares placed by Charles Stanley at 119p
with new and existing institutional investors on behalf of the Vendors

-     #3 million of deferred consideration payable on 30 July 2004



*         Additional placing of 1,800,000 shares by Charles Stanley on behalf of
Bridge Street Pension Scheme also at 119p with institutional investors



*         Increase of existing bank facilities to #93.75 million and extension
to October 2012



*         Undrawn facility of #32.9 million available for further acquisitions



*         Current Trading: like for like advance holiday hire bookings up 7.3%,
providing a strong base for 2003



Graham Wilson, Chairman of Parkdean commented on the Acquisition:



"These two parks are highly complementary to those we already run in the South
West of England.  They are high quality parks benefiting from recent substantial
investment.  Further advantages will be gained from inclusion in our brochure
and the economies of scale that we can bring.



John Waterworth, Managing Director of Parkdean commented on current trading:



"Holiday hire bookings for 2003 are 7.3% ahead of last year and we continue to
focus on direct sales and reducing reliance on third party agents.  We have had
a good start to early trading and are optimistic for the remainder of the year."

1 May 2003



ENQUIRIES:
Parkdean Holidays plc                                         Tel: 0191 275 5200

Graham Wilson, Chairman
John Waterworth, Managing Director
Michael Norden, Financial Director

Charles Stanley & Co Limited

Nominated Adviser & Broker
Philip Davies/Rick Thompson                                   Tel: 020 7953 2457

College Hill                                                  Tel: 020 7457 2020

Matthew Smallwood




                              Parkdean Holidays plc

           Proposed Acquisition of Pactrem Limited for #13.11 million

                          #8.33 million Vendor Placing

                     New #93.75 million Banking Facilities



Parkdean Holidays plc ("Parkdean" or the "Company" or the "Group"), the
Newcastle upon Tyne based UK holiday park operator, today announces that it has
conditionally agreed to acquire Pactrem Limited ("Pactrem"), an owner of two
caravan holiday parks in Cornwall, for a total consideration of #13.11million
(the "Acquisition").  The Board believe that the Acquisition is an excellent
portfolio fit with Parkdean's existing seven parks in the southwest of England
and brings the total number of holiday parks owned by the Group to 14.



The consideration is to be satisfied by a payment in cash of #1.78million and by
the issue of 7,000,000 new ordinary shares of 20p each of the Company ("New
Ordinary Shares").  Charles Stanley has placed all of these New Ordinary Shares
firm at 119p with new and existing institutional investors on behalf of the
Pactrem vendors to raise #8.33 million. A deferred payment of #3 million is also
payable on 30 July 2004 and is bank guaranteed.



Charles Stanley has also placed a further 1,800,000 ordinary shares on behalf of
Bridge Street Pension Scheme, representing 5.55 per cent. of the current issued
share capital, with institutional investors at a price of 119p.  Following this,
Bridge Street Pension Scheme no longer has a notifiable interest in the Company.



Information on Pactrem



Pactrem owns and operates two separate holiday parks in Cornwall, England. The
parks are holiday hire focused and benefit from complementary income streams
from retail outlets. There are no private caravan owners at either of the parks.



Both parks have benefited from substantial capital investment in the last four
years. This has focused mainly upon the expansion of the White Acres Park at
Newquay, with some  #2 million invested last winter prior to this holiday season
funding additional facilities, pitches, caravan hire fleet and lodges.



White Acres



White Acres is a 140 acre five star holiday park near Newquay with 331 pitches,
all for holiday hire. The hire fleet comprises 42 timber lodges and 229 static
caravans, plus 60 pitches for touring caravans. The park has a comprehensive
range of facilities including 15 coarse fishing lakes.




The facilities at the park include:



*         15 coarse fishing lakes;

*         Indoor heated swimming pool;

*         Entertainment venue with two bars & restaurant

*         Amusement arcade

*         Tenpin bowling

*         Takeaway

*         Fisherman's cafe

*         Fishing tackle shop

*         Shop

*         Creche



All of the lodges are less than four years old and the 2002/03 capital
expenditure programme included 10 additional new lodges, 35 additional caravan
hire fleet, a new cafe and extended facilities providing four lanes of tenpin
bowling. Parkdean plan to add 8 lodges and 21 caravans to the hire fleet for the
2004 season.



Pactrem has exchanged contracts for approximately 27 acres of additional land
adjoining the White Acres site and completion is expected in late May.  The
contract is included as part of the Acquisition. The Directors believe that this
land could be developed for recreational facilities, complimenting the fishing
facilities at the park, subject to planning.



White Acres uses it's coarse fishing lakes for competitions throughout the
season, attracting guests seeking a specialist holiday or short break, as well
as providing accommodation and facilities for families seeking a more
traditional holiday park product.



Sea Acres



Sea Acres is a cliff top 20 acre, four star holiday park with 132 static caravan
holiday homes for hire overlooking Kennack Sands on the Lizard Peninsula.



The facilities at the park include:



*         Heated indoor swimming pool

*         Licensed entertainment venue

*         Restaurant & takeaway

*         Creche

*         Shop

*         Diving centre (PADI registered)

*         Pitch and putt golf course

*         Amusement arcade



Sea Acres attracts guests for its magnificent positioning overlooking the beach
and for the diving facilities available.




Financial Information on Pactrem Limited



During the year ended 31 October 2002, Pactrem reported turnover of #5.6 million
(2001: #4.8 million), made an operating profit of #1.5million (2001: #1.1
million) and profit after tax of #0.9 million (2001: #0.5 million) on net assets
of #2.9 million (2001: #2.0 million). At 31 October 2002, Pactrem had total
fixed assets of #9.4 million (2001: #8.6 million).



Pactrem is budgeted to make operating profit of #2.2million for the year ending
31 October 2003. Pactrem, as with Parkdean and other holiday park operators,
produces an operating loss during the November to March period and is highly
profitable during the remainder of the year.



The Directors believe that Pactrem will contribute at least #2.75million of
operating profit to the Group in the part year from 3 May 2003 to 31 October
2003. Operating profit in the first full year of ownership ending 31 October
2004 is expected to be a similar amount, with economies of scale, an extended
season at White Acres and income from the additional 29 hire fleet units
compensating for winter losses at the park.



Pactrem has hire purchase liabilities estimated at #2.6million at 2 May 2003
that will remain after completion. This balance comprises several separate
arrangements repayable between 2003 and 2011. The vast majority of these
liabilities are to be repaid within the next four years, with only around
#0.3million scheduled to be outstanding by 31 October 2007.



Pactrem has other loans outstanding at completion estimated at #2.4million.
These liabilities will be repaid on completion of the Acquisition, funded from
the term debt drawn by the Group from its revised banking facilities (detailed
below) of #10.6million. Pactrem also has in the region of #0.5million of
deferred capital expenditure relating to the purchase of caravan hire fleet that
will be paid shortly after completion.



At completion Pactrem will have a bank overdraft of around #1.6million that will
be funded from Parkdean's revolving credit facility. Pactrem will also have
additional net current liabilities of around #1.1million on completion that
reflects the seasonality of the business.



Property Valuation



King Sturge, Chartered Surveyors, has carried out a valuation of the Group's
existing 12 parks and White Acres and Sea Acres as at 27 March 2003. This states
that on an open market, existing use basis, the 14 parks have an aggregate value
of #90.7 million. The Group's existing 12 parks have been valued at
#75.0million, compared to #67.1million at 22 February 2002.



Background to and Reasons for the Acquisition



At the time of the Company's flotation in May 2002, the Directors stated that
their intention was to expand by acquisition and that there were significant
opportunities given the highly fragmented nature of the caravan and holiday
parks industry in the United Kingdom.



The Directors identified Pactrem as a suitable acquisition opportunity given the
excellent portfolio fit with the Group's existing operations.  Following the
Acquisition six of the Group's 14 holiday parks will be located in Cornwall and
this will consolidate Parkdean's position as a leading operator in the region.
Cornwall is a traditionally strong trading area for the tourist industry and the
county's tourist appeal has been recently and quite dramatically enhanced by the
introduction of new tourists attractions including the Eden Project at St.
Austell, the Tate in St. Ives and the National Maritime Museum in Falmouth.



The Directors consider that Pactrem represents an excellent first acquisition
for the Group since flotation in May 2002 and believe that there is considerable
potential to build on the historic performance of the business.  In particular,
there are unused planning consents at White Acres that could allow further
expansion by adding up to a further 85 holiday units.



The Directors also believe that there is scope to extend the season at White
Acres by offering the 42 lodges for a longer season than that currently operated
(March - October).



Pactrem manages all of its booking operations and administration via an office
based at White Acres. It is Parkdean's intention to consolidate some of these
processes within their central office in Newcastle, although the specialist
nature of the fishing holidays will require input from White Acres.



Parkdean produce a central brochure for all of its current parks that is mailed
to its extensive database every autumn. White Acres and Sea Acres will both be
featured within the Parkdean brochure for 2004 producing savings on brochure
production and postage. Parkdean promote each of its parks as individual
locations, rather than branded products, using both traditional media and the
internet and will continue to promote the new locations in this way.



Parkdean has national group purchasing arrangements in place and both White
Acres and Sea Acres will therefore benefit from economies of scale. These
arrangements focus in particular around bar and catering suppliers and the
purchase of caravan holiday homes.



The addition of these two parks will increase the Parkdean hire fleet by 25 per
cent to a total of 1,984 holiday hire units. The directors believe that the 179
lodges, apartments and chalets within this total will achieve a longer operating
season than the caravan hire fleet.



Details of the Agreement



The Company will pay an initial consideration for Pactrem on completion of the
Acquisition of #10.11million, to be satisfied by a payment in cash of
#1.78million and by the issue of 7,000,000 New Ordinary Shares of 20p each of
the Company on completion.  Charles Stanley has placed all of these New Ordinary
Shares firm at 119p with new and existing institutional investors on behalf of
the Pactrem vendors to raise #8.33 million. Deferred consideration of #3 million
will be payable in cash on 30 July 2004 and has been guaranteed by NM Rothschild
& Sons Limited.



The consideration is subject to a net asset test at completion, with a #1 for #1
adjustment for any difference between the draft balance sheet position and the
agreed final position.



Under the agreement the principal vendors of Pactrem have given certain
warranties and indemnities in relation to Pactrem and its business (including a
covenant in relation to taxation).



Conditions of the Agreement and Admission



The Acquisition is subject, inter alia, to the admission of the New Ordinary
Shares to AIM.  All the New Ordinary Shares issued in connection with the
Acquisition will rank pari passu with the existing issued ordinary shares of the
Company and application has today been made for the New Ordinary Shares to be
admitted to trading on AIM.  It is expected that admission of the New Ordinary
Shares will occur, and that dealings in the New Ordinary Shares will commence,
on 2 May 2003. Following this Parkdean will have 39,433,260 ordinary shares of
20p each in issue.



Parkdean's Banking Facilities



Parkdean also announces that it has today agreed a revision and extension of its
existing bank facilities arranged by NM Rothschild & Sons Limited totalling
#93.75million. The term of the facility has been extended from October 2007 to
October 2012. The facility comprises a #45.6million term loan and guarantee
facility, fully amortising over the term of the loan, a revolving credit
facility of #15.25million to fund the seasonality of cashflow and ancillary
facilities, and a revolving acquisition facility of #32.9million.



#35million of the #45.6million term loan and guarantee facility has either a
fixed rate of interest or is subject to specific hedging arrangements and
Parkdean will put in place hedging on the additional #10.6m that reflects the
amortisation of this debt. Gearing for the enlarged group for the year ending 31
October 2003 is expected to be around 119%.



The Directors consider that the new banking facilities will help to underpin the
Group's strategy, particularly in relation the ability to significant future
expansion with future acquisitions.



Parkdean current trading



The Group's expected losses in the first half of the financial year ending 31
October 2003 are in line with the Board's expectations.  The winter capital
expenditure programme has been completed on time and within budget.



As at 27 April, advance holiday hire bookings of #7.5 million had been made by
customers, representing an increase of 7.3 per cent on a like-for-like basis
against the previous year. Parkdean continue to focus on direct sales and on
reducing reliance on third party agents. Caravan sales are slightly ahead of
last year, and income from both caravan owners pitch licence fees and retail
areas of the business are in-line with Directors' expectations.



The Directors believe this represents a strong base for the key summer trading
months and therefore look forward to the future with confidence.



The interim results for the period ended 25 April 2003 will be released in late
June 2003.






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