Acquisition of Explore Worldwide Limited

Holidaybreak PLC
17 February 2000


Not  for release, publication or distribution in or  into
the  United  States,  Canada,  Australia,  Japan  or  the
Republic of Ireland


HOLIDAYBREAK PLC
('Holidaybreak')


Acquisition of Explore Worldwide Limited ('Explore
Worldwide') for £30m


Holidaybreak announces that it has agreed to acquire  the
entire  issued share capital of Explore Worldwide, market
leader  in  worldwide adventure holidays, for an  initial
consideration of £29m plus deferred consideration of  £1m
subject   to   an  earn-out  formula  based  on   Explore
Worldwide's results in the year to 30 September 2000.  As
part  of  this transaction Holidaybreak will inherit  net
cash  balances  of some £6.0m.  It is expected  that  the
acquisition will enhance earnings before amortisation  of
goodwill in the current year.

Adventure  holidays is a rapidly growing  sector  of  the
overseas  holidays  market, both  in  the  UK  and  other
western  European  countries.  Explore Worldwide  is  the
largest  European  operator  of  these  holidays  and  is
approximately  three  times  the  size  of  its   closest
competitor  in  the UK.  It offers some  200  winter  and
summer tours, all accompanied by its own tour leaders, to
nearly 100 countries on six continents.

Explore  Worldwide has a strong financial  track  record.
In  recent  years  it has consistently  achieved  booking
volume   growth   whilst  maintaining  strong   operating
performance.   In the year to 30 September  1999,  24,300
customers took an Explore Worldwide holiday generating  a
turnover  of £22.2m. Adjusted profit before interest  and
tax  was £2.7m and adjusted profit before tax was  £3.3m.
Adjusted net assets of Explore Worldwide were £1.8m at 30
September 1999.  Bookings for the current year are  ahead
of  1999  equivalents with the forthcoming summer  period
looking particularly strong, being 17 per cent. ahead  of
last  year.  Prospects for a continuation of this  strong
trend into winter 2000/1 are good.

The  initial  consideration of £29m will be satisfied  by
cash and loan notes valued at £17.2m (satisfied from  new
bank  facilities) and the issue of shares in Holidaybreak
pursuant  to  a vendor placing of 4,140,351  Holidaybreak
ordinary  shares of 5p each at 285p per share which  will
raise   £11.8m  in  total  for  the  vendors.   Hawkpoint
Partners  Limited  is  sponsor to  the  Placing  and  has
arranged for it to be fully underwritten.  Sutherlands is
acting  as  broker  to the Placing.  Continental  Capital
Partners   is  corporate  finance  advisor   to   Explore
Worldwide.

The  acquisition of Explore Worldwide is consistent  with
Holidaybreak's  strategy of complementing organic  growth
from   existing   businesses   with   expansion   through
acquisition  in  the  specialist and direct-sell  holiday
sectors.    Explore  Worldwide's  market  leadership   is
derived  from continual product innovation, high customer
satisfaction  and  substantial  levels  of   repeat   and
recommended  bookings.  Explore Worldwide will  fit  well
with  Holidaybreak's current portfolio of businesses  and
enhance Holidaybreak's competitive travel alternatives to
the mainstream package tour offerings.

Explore Worldwide will continue to be based in Aldershot,
Hampshire.  Its directors, Travers Cox, Derek  Moore  and
Bill  McIlwraith, will enter into new service  agreements
with Explore Worldwide.  Travers Cox will be joining  the
Board of Holidaybreak.  His service agreement will be for
the  fixed  period to 31 December 2000 and it  is  agreed
that  thereafter he will act as a consultant for a period
of  2 years.  The service agreement entitles Travers  Cox
to an annual salary of £120,000.

The  future  focus  of  Explore  Worldwide  will  be   on
continuing  to  grow  its  UK  business  through   direct
marketing, product development and, possibly, modest bolt-
on  acquisitions  whilst  also  developing  its  overseas
markets.   In addition to Holidaybreak's direct marketing
expertise  and  experience  of  internet  marketing,  its
established  sales and marketing operations  for  camping
holidays in Holland, Germany, Switzerland and Ireland are
likely  to be beneficial in increasing sales in  European
markets.


Angus Crichton-Miller, Chairman of Holidaybreak said:

'We  welcome the Explore Worldwide team to our Group  and
believe  that  our  similar  philosophies  and  focus  on
product  quality  will provide an excellent  platform  to
develop Explore Worldwide, building on its leadership  of
the strongly growing adventure holiday market.'

Travers Cox, Managing Director of Explore Worldwide
replied:

'Combining the European market leader in camping and
mobile homes with the European leader in adventure travel
provides a strong competitive alternative to the packaged
tour market and the basis for future growth.  As we both
started as owner managed companies, this will be a
mutually beneficial combination of complementary
cultures, skills and experience.'

Briefing for analysts

There will be a presentation today to analysts at 11.30am
at Hudson Sandler, 29 Cloth Fair, London EC1A 7JQ.

For further information contact:

Holidaybreak      01606 787100     Explore          01252 760 200
Richard                            Worldwide              
Atkinson                           Travers Cox
Bob Baddeley

Hawkpoint         020 7665 4500    Continental      020 7499 2101
Partners                           Capital               
Limited                            Partners
Charlie Ralph                      Roger Luscombe
Andrew Noble                       David Jones

Sutherlands       020 7628 2030                              
Michael Cunnane       
Paul Newman

Hudson Sandler    020 7796 4133                             
Michael Sandler       
Tim Robertson


The directors of Holidaybreak accept responsibility for
the information contained in this announcement.  To the
best of the knowledge and belief of the directors of
Holidaybreak (who have taken all reasonable care to
ensure that such is the case), the information contained
in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of
such information.

Hawkpoint Partners Limited and Sutherlands, which are
each regulated by The Securities and Futures Authority
Limited, are each acting exclusively for Holidaybreak in
connection with the acquisition and Placing and no-one
else, and will not regard any other person as their
respective customers or be responsible to any other
person for providing the protections afforded to their
respective customers nor for providing advice to any such
person in relation to the contents of this announcement
or any matter referred to herein.

The new ordinary shares to be issued in connection with
the acquisition and the Placing have not been nor will
they be registered under the United States Securities Act
of 1933 (as amended) or under the securities laws of any
state of the United States, any possession or territory
of Canada, Japan or Australia.