TIDMHSW
RNS Number : 0743M
Hostelworld Group PLC
18 January 2021
LEI:213800OC94PF2D675H41
Hostelworld Group plc
("Hostelworld" or the "Group" or "we")
Update on financing and notice of General Meeting
Further to the announcement on 13 January 2021, the Company is
pleased to announce that it is continuing to negotiate with a
short-list of selected lenders in relation to a new EUR30 million
debt facility. As announced, the proposed facility is expected to
have a contractual maturity of five years, at a cost in the low to
mid-teens, with other conditions, including a minimum liquidity
covenant, security and warrants provisions, in line with current
market practice for facilities of this nature.
Whilst there is no guarantee that the Company will agree the
terms of a debt facility, in order to draw down a facility of this
size, the Company will be required to obtain shareholder approval
to amend the borrowing limit contained within the Company's
Articles of Association.
Article 98 of the Company's Articles of Association provides
that the aggregate amount of all external borrowings by the
Hostelworld group shall not, without the previous sanction of an
ordinary resolution of the Company, exceed an amount equal to two
times the adjusted capital and reserves of the Company (such amount
to be calculated in accordance with Article 98).
If implemented, the current intention to borrow EUR30 million
would exceed the borrowing limit. Therefore, in order to give the
Company the flexibility to enter into and draw down a EUR30 million
debt facility (as well as giving the Company the flexibility to
capitalise interest arising on such a facility), the Company is
proposing to seek Shareholder approval to change the borrowing
limit to a fixed amount being EUR40 million.
The proposed change to the borrowing limit requires the approval
by Shareholders of an ordinary resolution at a general meeting to
be held at the Company's Head Office at Floor 2, One Central Park,
Leopardstown, Dublin 18, Ireland at 12.00 noon on 4 February 2021
(or any adjournment thereof) (the "General Meeting"). A circular
convening the General Meeting to consider the necessary ordinary
resolution together with a form of proxy will be posted to
Shareholders later today.
The Company has consulted with its major shareholders, the
majority of whom have indicated their support for the proposed
change to the borrowing limit.
The Board believes the proposed change to the borrowing limit is
in the best interests of the Company and the Shareholders as a
whole and is recommending unanimously that Shareholders vote in
favour of the resolution at the General Meeting.
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 ordinary
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 12.00 noon on 29 January
2021. 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 (incorporating the notice of General Meeting) has
been published on the Company's website at www.hostelworldgroup.com
. A copy of the circular 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 Tel: +353 (0) 1 498 0700
Gary Morrison Chief Executive
Officer
Caroline Sherry Chief Financial
Officer
Rudolf O'Kane Head of Commercial
Finance
Powerscourt Tel: +44 (0) 20 7250 1446
Lisa Kavanagh / Eavan Gannon hostelworld@powerscourt-group.com
About Hostelworld Group
Hostelworld Group, the global hostel-focused online booking
platform, inspires passionate travellers to Meet The World, and
come back with life-changing stories to tell. Our customers are not
your average tourists; they crave cultural connection and unique
experiences that we make possible by providing an unbeatable
selection of hostels in unmissable locations - all in the palm of
their hand.
It is the social nature and community feel of hostels and their
environment that enable travellers to embrace journeys of
discovery, adventure and meaning. We have more than 13 million
reviews across over 17,000 hostels in more than 179 countries,
making our brand the leading online hub for social travel. Our
website operates in 19 different languages and our mobile app in 13
languages.
Disclaimer
This announcement may contain forward-looking statements with
regard to the financial position and results of Hostelworld's
activities. Any forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially.
Many of these risks and uncertainties relate to factors that are
beyond Hostelworld's ability to control or estimate precisely. The
risks and other factors which may affect financial performance are
detailed in Hostelworld's publicly filed annual reports. Any
forward-looking statements in this announcement are current only as
of the date on which such statements are made. Hostelworld
undertakes no obligation to update any forward-looking statements,
save in respect of any requirement under applicable law or
regulation.
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END
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