Statement re: Placing

Online Travel Corporation PLC
16 December 2003

FOR IMMEDIATE RELEASE                                        16th DECEMBER 2003

                      ONLINE TRAVEL CORPORATION PLC ('OTC')

      Proposed placing of 55,333,333 new ordinary shares at 15p per share


                                   HIGHLIGHTS

• 55,333,333 new OTC ordinary shares conditionally placed with
  institutional investors at 15p per share.

• Raising approximately £8.3 million (before expenses) of new funds for
  OTC.

• Subject to the approval of OTC shareholders.

• The placing will significantly strengthen OTC's balance sheet, enable it
  to meet the anticipated net free asset requirements of the CAA in order to 
  renew its Air Travel Operators License for the period to 31st March 2005 and
  will support anticipated sales growth. £500,000 of the Placing proceeds may be 
  used to repay outstanding bank indebtedness.


Commenting on the placing, Mark Jones, Chief Executive of OTC said:

'The fundraising announced today puts the Company on a sound financial footing
and will enable us to build on the sales growth we are currently experiencing.
We are confident that OTC, utilising all three of its sales channels: strategic
partnerships; travel licensing; and own brands, will benefit from the
significant growth opportunities in the online travel sector.'


For further information, please contact:

Online Travel Corporation plc                     Tel: [phone]
Mark Jones
Mark Simpkins

Altium Capital Limited                            Tel: [phone]
Garry Levin
Tim Richardson

CardewChancery                                    Tel: [phone]
Richard Fallowfield
Jeanette Hamster




Online Travel Corporation plc ('OTC' or the 'Company')

Proposed placing (the 'Placing') of 55,333,333 new ordinary shares at 15p per
share

1.  Introduction

The board of OTC ('Board' or 'Directors') announces that pursuant to an
agreement (the 'Placing Agreement'), Altium Capital has conditionally placed
55,333,333 new OTC Shares (the 'Placing Shares')(representing approximately 45.4
per cent of the OTC Shares in issue at today's date) with institutional
investors on a non pre-emptive basis at a price of 15p per share to raise
approximately £8.3 million (before expenses) for the Company. The Directors
believe that the proceeds of the Placing are necessary to provide OTC with
sufficient resources to support the Company's anticipated sales growth and to
meet the anticipated net free asset levels required by the Civil Aviation
Authority ('CAA') for the renewal of the Group's current operating licence.
£500,000 of the Placing proceeds may be used to repay outstanding bank
indebtedness.

Implementation of the Placing and receipt of the funds is conditional, inter
alia, upon the approval by OTC shareholders of resolutions (the 'Resolutions'),
to be proposed at an extraordinary general meeting convened for 8th January 2004
(the 'Extraordinary General Meeting'), which, inter alia, authorise the
Directors to issue the Placing Shares.

The Directors consider the Placing to be in the best interests of OTC and its
shareholders and are therefore unanimously recommending OTC shareholders to vote
in favour of the Resolutions to be proposed at the Extraordinary General Meeting
as they have undertaken so to do in respect of their own beneficial holdings,
amounting in aggregate to 4,553,836 OTC shares representing approximately 3.7
per cent of the issued ordinary share capital of OTC.

2.  Reasons for and details of the Placing

In order to renew its annual Air Travel Operators Licence and, therefore, to
continue to operate in its principal markets, the OTC Group requires sufficient
balance sheet strength to meet the minimum net free asset requirements of the
CAA. These requirements are calculated by the CAA on the basis of the latest
audited balance sheet and turnover forecasts submitted by OTC prior to the
commencement of each licensing period. The Group is currently licensed to 31st
March 2004.

Based on anticipated turnover for the license period to 31st March 2005, the
Directors estimate that the CAA net free asset requirements for the OTC Group
will be approximately £1.8 million. As at 31st October 2003, the Group had net
current liabilities of £2.8 million.

The Company is proposing to raise £8.3 million (approximately £7.9 million net
of expenses) by way of the allotment and issue of the 55,333,333 Placing Shares
(representing 45.4 per cent of the current issued OTC shares) to institutional
investors pursuant to the Placing. Together with the OTC Group's current cash
resources, the proceeds of the Placing are considered sufficient to allow OTC to
support anticipated sales growth and to meet anticipated regulatory capital
requirements for the renewal of its operator licence for the year to 31st March
2005. £500,000 of the Placing proceeds may be used to repay outstanding bank
indebtedness. The Directors believe that the excess of the Placing proceeds over
the anticipated regulatory capital requirements will allow the Company to
negotiate a reduced level of bonding costs for the forthcoming licensing period
which, with the additional interest receivable, will have a beneficial impact on
profitability. On the basis of their current growth expectations, the Directors
believe that the Company will be able to cover future regulatory net free asset
requirements from internally generated cash.

The Directors consider that without the proceeds of the Placing, the Company
would be forced to consider alternative strategies, possibly involving the
disposal of OTC Group businesses, to provide sufficient balance sheet strength
to support its current licence renewal application.

Subject to the terms of the Placing Agreement, the Placing has been fully
underwritten by Altium Capital. The Placing Agreement is conditional,  inter
alia, upon approval by OTC shareholders of the Resolutions and admission of the
Placing Shares to trading on AIM ('Admission'). Further, the Placing Agreement
can be terminated, inter alia, in the event of a material breach of the Placing
Agreement occurring prior to Admission.

Subject, inter alia, to Admission, the Placing Shares will be allotted credited
as fully paid and will rank pari passu with the existing OTC shares, including
the right to receive all dividends and other distributions declared made or paid
after they are issued.

Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to AIM. It is expected that Admission will become effective on 9th
January 2004.


3. Extraordinary General Meeting

An Extraordinary General Meeting of OTC has been convened for 10.00 a.m. on 8th
January 2004 at the offices of Marriott Harrison, 12 Great James Street, London
WC1N 3DR.

At the meeting the Resolutions will be proposed to:

 1. increase the authorised share capital of the Company from £2,000,000 to
    £2,500,000 by the creation of 50,000,000 new OTC shares ranking pari passu,
    in all respects, with the existing OTC shares.


 2. grant authority pursuant to section 80 of the Companies Act 1985 (the 'Act')
    to allot relevant securities up to aggregate nominal value of £1,229,547.94;
    and


 3. disapply statutory pre-emption rights, as set out in section 89 of the Act,
    in relation to the Placing, pre-emptive issues and issues for cash not
    exceeding an aggregate nominal amount of £88,628.56.


These authorities will be in substitution for any existing authority subsisting
at the date of the Resolutions

The purpose of the increase in authorised share capital, the taking of the
authority under section 80 of the Act and the disapplication of section 89 of
the Act, in addition to that required for the Placing is to provide a reasonable
margin of authorised but unissued share capital which is available to the
Directors for allotment following the Placing. The Directors believe that this
is in the best interests of the Company and OTC shareholders in order to
preserve their flexibility to take advantage of further opportunities as they
arise. Save for the issue of options pursuant to the Company's share option
schemes, the Directors have no present intention of exercising such authority.

Irrevocable undertakings to vote in favour of the Resolutions have been received
by OTC from the Directors (apart from Mark Simpkins who is not an OTC
shareholder). The interests represented by the irrevocable undertakings amount,
in aggregate, to 4,553,836 OTC shares, representing approximately 3.7 per cent
of the issued ordinary share capital of OTC.


4.  General

A circular, convening the Extraordinary General Meeting is expected to be
dispatched to OTC shareholders later today. Copies of the circular will be
available to the public free of charge, from 17th December 2003 until 16th
January 2004, from the registered office of Online Travel Corporation plc, 12
Great James Street, London WC1N 3DR.




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