TIDMHSW
RNS Number : 3853X
Hostelworld Group PLC
28 August 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
28 August 2020
LEI:213800OC94PF2D675H41
Hostelworld Group PLC
("Hostelworld" or the "Company")
Proposed Bonus Issue of Shares
Publication of Circular and Notice of General Meeting
Bonus Issue
As set out in the Company's announcement dated 12 August 2020,
the Company today confirms that, rather than pay a cash dividend,
it will issue new ordinary shares by way of a bonus issue to
Shareholders, equating to 1.0 EUR cent per share (the "Bonus
Issue"). The Bonus Issue is conditional on shareholder approval
being obtained at a general meeting to be held at the Company's
Head Office at Floor 2, One Central Park, Leopardstown, Dublin 18,
Ireland on 17 September 2020 at 12.00 noon (or any adjournment
thereof) (the "General Meeting").
The Bonus Issue shares will be issued to Shareholders who appear
on the Company's register of members as at 6.00pm on 17 September
2020 (the "Record Time") and Bonus Issue entitlements will be
calculated using the formula outlined in this RNS announcement and
the shareholder circular seeking approval of the Bonus Issue (the
"Circular"), to be posted to Shareholders today.
The Company announces the dates and times given in the table
below in connection with the Bonus Issue, which are indicative only
and are based on the Company's current expectations and are subject
to change. If any dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to
Shareholders by announcement through a Regulatory Information
Service. All times shown are London times unless otherwise
stated.
Expected Timetable of Principal Events
EVENT TIME AND/OR DATE
Publication of Circular (including the Notice of General
Meeting)
and the Form of
Proxy........................................................................................................................
28 August 2020
Latest time and date for receipt of the Form of Proxy (or
appointing a proxy electronically or submitting a proxy via CREST)
for the General Meeting
................................................................................
12.00 noon on 15 September 2020
Voting Record Time (1)
....................................................................................................
6.00 p.m. on 15 September 2020
General
Meeting.......................................................................................................
12.00 noon on 17 September 2020
Bonus Issue Record Time
...........................................................................................
6.00 p.m. on 17 September 2020
Bonus Issue
Ex-date...................................................................................................
8.00 a.m. on 18 September 2020
Admission and commencement of dealings in the Bonus Issue Shares
on the premium segment of the UK Official List and the UK Main
Market and on the secondary listing segment of the Irish Official
List and the Irish Main Market 8.00 a.m. on 18 September 2020
CREST accounts of Shareholders holding in uncertificated
form credited with the Bonus Issue
Shares................................. on or soon after 8.00 a.m.
on 18 September 2020
Despatch of share certificates for the Bonus Issue Shares
to Shareholders holding in certificated
form....................................................... within
5 Business Days of Admission
Notes:
(1) Entitlement to vote at the General Meeting by appointing a
proxy, and the number of votes which may be cast at the General
Meeting, will be determined by reference to the Company's register
of members at 6.00 p.m. on 15 September 2020 or, if the meeting is
adjourned, not later than 48 hours before the time appointed for
the adjourned meeting (as the case may be). In each case, changes
to the register of members after the relevant deadline shall be
disregarded.
(2) All events in the above timetable following the holding of
the General Meeting are conditional on the passing of the
Resolution at the General Meeting.
Indicative Statistics
Number of Shares in issue at the Latest Practicable Date (1)
.......................................................................
114,684,933
Number of Bonus Issue Shares to be issued (2)
..............................................................................................
1,636,252
Number of Shares in issue immediately following
the Bonus Issue (the "Enlarged Issued Share
Capital") (3)
...................................................................................................................................................
116,321,185
Notes:
(1) Number of Shares in issue as at 27 August 2020, being the
latest practicable date prior to the publication of the Circular
(the "Latest Practicable Date"). Hostelworld does not hold any
Shares in treasury as at the date of the Circular.
(2) Number of Bonus Issue Shares to be issued to Shareholders,
based on one new Bonus Issue Share for every 70.09 Shares held as
at the Bonus Issue Record Time.
(3) Maximum number of Shares assuming the number of Bonus Issue
Shares is issued and assuming that no new Shares are issued as a
result of the exercise of any options between the Latest
Practicable Date and Admission.
Background to and reasons for the proposed Bonus Issue
On 26 March 2020, the Company announced that it was not
proceeding with a final 2019 dividend as part of its measures to
protect balance sheet strength and liquidity during the COVID-19
pandemic. On 24 June 2020 the Company announced that the Board did
not expect to pay a cash dividend under its current policy in
respect of the 2020 financial year. The Board made this decision
after assessing current trading, the continued requirement for cash
conservation and the on-going uncertainty of the full impact of
COVID-19. Future cash dividend payments will be subject to the
Company generating adjusted profit after tax, the Company's cash
position, the Company's capital allocation policy, any restrictions
in Hostelworld's banking facilities and subject to compliance with
Companies Act 2006 (the "Act") requirements regarding ensuring
sufficiency of distributable reserves at the time of paying the
dividend.
Consequently and as announced in the interim results for the six
months ended 30 June 2020, the Board is proposing to issue new
ordinary shares by way of a bonus issue to Shareholders, in lieu of
a cash dividend, equating to 1.0 EUR cent per share and subject to
shareholder approval at the General Meeting. The number of Shares
that each Shareholder will need to hold to qualify for one Bonus
Issue Share has been calculated by dividing the volume weighted
average price (in EUR cent) for a Share over the five day period
ended on 26 August 2020 by 1.0 EUR cent.
The Company is expected to capitalise a sum of EUR16,362.52
standing to the credit of its share premium account to pay up in
full 1,636,252 Shares. Each Shareholder on the Company's register
of members as at 6.00 p.m. on 17 September 2020, being the last
date on which transfers will be accepted for registration to
participate in the Bonus Issue (the "Bonus Issue Record Time"), is
expected to receive:
one Bonus Issue Share for every 70.09 Shares held at the Bonus
Issue Record Time
Applications will be made to the FCA, Euronext Dublin and to the
London Stock Exchange for Admission of the Bonus Issue Shares. It
is currently expected that Admission of the Bonus Issue Shares will
become effective at 8.00 a.m. on 18 September 2020.
Following Admission, the Bonus Issue Shares will be issued as
fully paid and will rank pari passu in all respects with the Shares
in issue at the time the Bonus Issue Shares are issued, including
the right to receive and retain in full all dividends or other
distributions made, paid or declared in respect of the Shares by
reference to a record date falling after the date of issue of the
Bonus Issue Shares. The Bonus Issue Shares will be issued in
registerable form and will be capable of being held in certificated
and uncertificated form.
Subject to approval of the Resolution at the General Meeting,
the Board currently intends to exercise the authority conferred on
it pursuant to the Resolution to issue and allot shares pursuant to
section 551 of the Act, in order to issue and allot the Bonus Issue
Shares on the basis summarised above.
Fractional Entitlements
The fractional entitlements of Shareholders at Admission to the
Bonus Issue Shares shall be aggregated and Hostelworld shall
procure that the maximum whole number of Bonus Issue Shares
resulting therefrom shall be allotted and issued to a person
appointed by Hostelworld to hold such Bonus Issue Shares on behalf
of the relevant Shareholders. Hostelworld shall procure that such
Bonus Issue Shares are sold in the market as soon as practicable
after Admission and the net proceeds of sale (after the deduction
of all commissions and expenses incurred in connection with such
sale, including any value added tax payable on the proceeds of
sale) shall be donated by Hostelworld to charity.
Publication of Circular and Notice of General Meeting
The Company further announces that the Circular, the Notice of
General Meeting and the Form of Proxy will be posted to
Shareholders today. The Circular is not required to be approved by
the FCA under the Listing Rules.
In light of the COVID-19 pandemic and in response to the Irish
Health Service Executive's current guidance regarding social
distancing and the prohibition of public gatherings, the General
Meeting will take place as a closed meeting and Shareholders will
not be able to attend in person. Shareholders and guests who travel
to the meeting will be refused entry.
The Company will make arrangements such that the legal
requirements to hold the General Meeting can be satisfied through
the attendance of a minimum number of people and the format of the
meeting will be simply to propose and vote on the Resolution.
The Company will continue to closely monitor the rapidly
developing impact of COVID-19, including the latest Irish Health
Service Executive guidance and restrictions, and how this may
affect the arrangements for the General Meeting. If it becomes
necessary or appropriate to revise the current arrangements for the
General Meeting, further information will be made available on our
website at www.hostelworldgroup.com, by RIS announcement and by any
other means legally required at that time.
Despite these exceptional circumstances, the Board is keen to
maintain engagement with Shareholders. In order to facilitate this,
if you are a Shareholder and would like to ask the Board a question
on the formal business of the General Meeting, please email your
question to Corporate@hostelworld.com by 12 noon on 11 September
2020. Responses will be made via return of email or published on
our website at www.hostelworldgroup.com as deemed appropriate by
the Board
Whilst you will be unable to attend, you have the right to
appoint a proxy to vote at the General Meeting on your behalf. To
ensure that your vote can be exercised, we would encourage you to
appoint the Chairman as your proxy. If you appoint another person,
they will not be permitted to access the General Meeting and your
vote will not be able to be exercised.
The Circular and the Notice of General Meeting have been
published on the Company's website at www.hostelworldgroup.com. A
copy of the Circular and the Notice of General Meeting will shortly
be submitted to the National Storage Mechanism and will be
available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism . Copies of
these documents will also be submitted to Euronext Dublin and will
be available for inspection at:
Companies Announcements Office
Euronext Dublin
28 Anglesea Street
Dublin 2
For further information please contact:
Hostelworld Group plc
Gary Morrison Chief Executive Officer
TJ Kelly Chief Financial Officer
Rudolf O'Kane Head of Commercial Finance
Tel: +353 (0) 1 498 0700
Powerscourt (Financial PR adviser)
Lisa Kavanagh
Eavan Gannon
Jack Shelley
Tel: +44 (0) 20 7250 1446
Email: hostelworld@powerscourt-group.com
IMPORTANT NOTICE
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer,
invitation or solicitation to purchase, otherwise acquire,
subscribe for, sell, otherwise dispose of or issue any securities,
or the solicitation of any vote or approval in connection with the
Bonus Issue or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Hostelworld Group plc urges Shareholders to read the Circular
once published carefully because it contains important information
in relation to the Bonus Issue.
Any vote in respect of Resolution to be proposed at the General
Meeting to approve the Bonus Issue should be made only on the basis
of the information contained in the Circular.
This Announcement is not a prospectus or prospectus equivalent
document.
The Bonus Issue will be subject to the applicable requirements
of the London Stock Exchange, the FCA and Euronext Dublin.
ADDITIONAL INFORMATION FOR US SHAREHOLDERS
The Bonus Issue Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States and may not be
offered or sold within the United States, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States.
The Bonus Issue Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Bonus Issue Shares or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.
OVERSEAS SHAREHOLDERS
The Bonus Issue Shares have not been, and will not be,
registered under the applicable securities laws of any jurisdiction
outside the United Kingdom and Ireland. Accordingly, the Bonus
Issue Shares may not be offered, sold, delivered or otherwise
transferred, directly or indirectly, in, into or from any such
jurisdiction, or to, or for, the account or benefit of citizens or
residents of any such jurisdiction, except pursuant to an
applicable exemption from, or in a transaction not subject to,
applicable securities laws of those jurisdictions or as otherwise
permitted under the applicable securities laws of those
jurisdictions. Shareholders outside the United Kingdom and Ireland
are required by the Company to inform themselves about and observe
any restrictions on the offer, sale or transfer of the Bonus Issue
Shares.
No action has been taken by the Company to obtain any approval,
authorisation or exemption to permit the allotment or issue of the
Bonus Issue Shares or the possession or distribution of this
Announcement (or any other publicity material relating to the Bonus
Issue Shares) in any jurisdiction other than the United Kingdom and
Ireland.
Unless otherwise determined by the Company or required by and
permitted by applicable law and regulation, the Bonus Issue will
not be implemented and documentation relating to the Bonus Issue
shall not be made available, directly or indirectly, in, into or
from an excluded territory where to do so would violate the laws of
that jurisdiction (an "Excluded Territory") and no person may vote
their Shares with respect to the Bonus Issue at the General
Meeting, or execute and deliver the Form of Proxy appointing
another to vote at the General Meeting on their behalf, by any use,
means, instrumentality or form within an Excluded Territory or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
Excluded Territory and persons with access to this Announcement and
any other documents relating to the Bonus Issue (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from any Excluded
Territory. Persons who are not resident in the United Kingdom or
Ireland or who are subject to the laws and/or regulations of
another jurisdiction should inform themselves of, and should
observe, any applicable requirements.
It is the responsibility of each person into whose possession
this Announcement comes to satisfy themselves as to the full
observance of the laws and regulations of the relevant jurisdiction
in connection with the distribution of this Announcement and the
issuance of the Bonus Issue Shares and to obtain any governmental,
exchange control or other consents which may be required, to comply
with other formalities which are required to be observed and to pay
any issue, transfer or other taxes due in such jurisdiction. To the
fullest extent permitted by applicable law, the Company, the Board
and all other persons involved in the Bonus Issue disclaim any
responsibility or liability for the failure to satisfy any such
laws, regulations or requirements by any person.
APPIX - DEFINITIONS
The following words and expressions shall have the following
meanings in this Announcement unless the context otherwise
requires:
"Admission" the admission of the Bonus Issue Shares to (i)
listing on the premium listing segment of the UK Official List in
accordance with the UK Listing Rules and to trading on the UK Main
Market in accordance with the UK Admission and Disclosure Standards
and (ii) listing on the secondary listing segment of the Irish
Official List and to trading on the Irish Main Market in accordance
with the Irish Listing Rules;
"Bonus Issue" the expected capitalisation of up to EUR16,362.52
standing to the credit of the share premium account of the Company
by way of the issue and allotment at Admission of Bonus Issue
Shares to Shareholders on the Company's register of members as at
the Bonus Issue Record Time, on the basis of one Bonus Issue Share
for every 70.09 Shares held;
"Bonus Issue Record Time" 6.00 p.m. on 17 September 2020, being
the last date on which transfers will be accepted for registration
to participate in the Bonus Issue;
"Bonus Issue Shares" 1,636,252 Shares of EUR0.01 in the capital
of the Company;
"Business Day" a day, other than a Saturday or a Sunday or
public holiday or bank holiday, on which banks are generally open
for business in the City of London and Dublin;
"Circular" the shareholder circular seeking approval of the
Bonus Issue, to be posted to Shareholders today;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear UK & Ireland Limited
is the Operator (as defined in such regulations) in accordance with
which securities may be held and transferred in uncertificated
form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755), as amended;
"Directors" or "Board" the board comprising the executive
directors and non-executive directors of the Company as at the date
of this Announcement;
"Euroclear" Euroclear UK and Ireland Limited, incorporated in
England and Wales with registered number 02878738;
"Euronext Dublin" the Irish Stock Exchange plc trading as
Euronext Dublin;
"FCA" the UK Financial Conduct Authority acting in its capacity
as the competent authority for the purposes of Part VI of the
FSMA;
"Form of Proxy" the form of proxy that will accompany the
Circular for use by Shareholders in relation to the General
Meeting;
"FSMA" the Financial Services and Markets Act 2000, as
amended;
"General Meeting" the general meeting of the Company to be held
at Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on
17 September 2020 at 12.00 noon (or any adjournment thereof),
notice of which will be set out in the Circular;
"Hostelworld" or "Company" Hostelworld Group PLC, a public
limited company incorporated in England and Wales with registered
number 09818705, whose registered office is Floor 2 52 Bedford Row,
London, United Kingdom, WC1R 4LR;
"Irish Main Market" Euronext Dublin's main securities
market;
"Irish Listing Rules" the Listing Rules of Euronext Dublin;
"Irish Official List" the Official List of Euronext Dublin;
"Latest Practicable Date" 27 August 2020, being the latest
practicable date before publication of this Announcement;
"Listing Rules" the listing rules and regulations made by the
FCA under Part VI of the FSMA, as amended;
"Notice of General Meeting" the notice that will be set out at
the end of the Circular giving Shareholders notice of the General
Meeting;
"Regulatory Information Service"
or "RIS" any of the services authorised by the FCA from time to
time for the purpose of disseminating regulatory announcements;
"Resolution" the proposed ordinary resolution of Hostelworld
necessary to approve, effect and implement the Bonus Issue,
including, without limitation, to: (i) authorise the Directors to
capitalise a sum of up to EUR16,362.52 and apply such sums by way
of a Bonus Issue to the Shareholders on the Company's register of
members as at the Bonus Issue Record Time; and (ii) grant authority
to the Directors to allot the Bonus Issue Shares (and any
amendment(s) thereof);
"Shareholders" the holders of the Shares in the capital of the
Company;
"Shares" the ordinary shares of EUR0.01 each in the capital of
the Company;
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "US" the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
"UK Main Market" the main market of the London Stock
Exchange;
"UK Official List" the official list of the FCA;
"US Securities Act" the US Securities Act of 1933, and the rules
and regulations promulgated thereunder, as amended; and
"Voting Record Time" 15 September 2020 at 6.00 p.m., or, if the
General Meeting is adjourned, not later than 48 hours before the
time appointed for the adjourned meeting.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCBRGDIDXDDGGR
(END) Dow Jones Newswires
August 28, 2020 02:00 ET (06:00 GMT)
Hostelworld (LSE:HSW)
Historical Stock Chart
From Mar 2024 to Apr 2024
Hostelworld (LSE:HSW)
Historical Stock Chart
From Apr 2023 to Apr 2024