TIDMHSW
RNS Number : 0520R
Hostelworld Group PLC
25 June 2020
THIS ANNOUNCEMENT 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, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION
596/2014 (" MAR").
25 June 2020
Hostelworld Group plc
("Hostelworld", the "Company", or the "Group")
Results of Placing and Subscription
Hostelworld, a leading global OTA focused on the hostel market ,
announces the successful pricing of its non-pre-emptive placing
(the "Placing") following yesterday's announcement.
A total of 17,664,155 new ordinary shares of EUR0.01 each in the
capital of the Company ("Ordinary Shares") (the "Placing Shares")
have been placed by Numis Securities Limited ("Numis") and J&E
Davy ("Davy", together with Numis, the "Joint Bookrunners"), at a
price of 72.0 pence per Placing Share (the "Placing Price") and in
addition 1,450,000 new Ordinary Shares ("Subscription Shares") have
been conditionally subscribed for outside the Placing by an
existing shareholder at the Placing Price ("Subscription").
Together, the Placing and Subscription of in aggregate
19,114,155 new Ordinary Shares raised gross proceeds of
approximately GBP 13.8 million, subject to completion. The Placing
Price represents a discount of 7.1 per cent. to the closing share
price of 77.5 pence on 24 June 2020. The Placing Shares and
Subscription Shares represent together approximately 19.99 per
cent. of the existing issued ordinary share capital of the Company
prior to the Placing and Subscription.
Applications have been made to: (a) the Financial Conduct
Authority (the "FCA") and the London Stock Exchange plc (the "LSE")
respectively for the admission of the Placing Shares and the
Subscription Shares to the premium listing segment of the Official
List of the FCA and to trading on the main market for listed
securities of the LSE; and (b) The Irish Stock Exchange plc,
trading as Euronext Dublin ("Euronext Dublin") for admission of the
Placing Shares and the Subscription Shares to the secondary listing
segment of the Official List of Euronext Dublin and to trading on
its main market for listed securities (together, "Admission"). It
is expected that Admission will become effective at 8.00 a.m. on 29
June 2020. The Placing is conditional upon, amongst other things,
Admission becoming effective and upon the placing agreement between
the Joint Bookrunners and the Company not being terminated in
accordance with its terms. The Subscription is conditional upon the
Placing Agreement becoming unconditional and not having been
terminated.
The Placing Shares and Subscription Shares, when issued, will be
fully paid and will rank pari passu in all respects with each other
and with the existing Ordinary Shares, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Immediately following Admission, the total number of shares in
issue in Hostelworld will be 114,684,933 (the "Enlarged Issued
Share Capital") . Therefore, immediately following Admission, the
total number of voting rights in Hostelworld will be 114,684,933 .
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Director participation
The following directors of the Company and other persons
discharging managerial responsibilities ("PDMRs") have agreed to
subscribe for the following number of Placing Shares at the Placing
Price:
Name Number of Placing Shareholding Shareholding
Shares to be on Admission as a % of Enlarged
subscribed Issued Share
Capital on Admission
TJ Kelly 12,543 12,543 0.011%
Eimear Moloney 31,358 71,358 0.062%
Gary Morrison 18,814 18,814 0.016%
Smaller related party transactions
The Company believes that Aberforth Partners LLP and Premier
Miton Group Plc each currently hold or have in the last twelve
months held 10% or more of the ordinary share capital of the
Company. For the purposes of UK Listing Rule 11 the Company
therefore believes that they are, or may be, considered as related
parties of the Company.
Pursuant to the Placing, Aberforth Partners LLP has agreed to
subscribe for 2,600,000 Placing Shares at the Placing Price for an
aggregate consideration of approximately GBP1,872,000. Premier
Miton Group Plc has agreed to subscribe for 2,220,000 Placing
Shares at the Placing Price for an aggregate consideration of
GBP1,598,400. The above transactions are classified as smaller
related party transactions under LR 11.1.10R(1) and are disclosed
in accordance with LR11.1.10R(2)(c).
This announcement contains inside information for the purposes
of Article 7 of MAR. For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is being made on behalf of the Company by TJ Kelly,
Chief Financial Officer.
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
Numis (Global Co-ordinator, Joint Bookrunner and Joint Corporate
Broker)
Nick Westlake
Matt Lewis
Ollie Steele
Tel: +44 (0)20 7260 1000
Davy (Joint Bookrunner and Joint Corporate Broker)
John Frain
Orla Cowzer
Barry Murphy
Tel: +353 (0)1 679 6363
Powerscourt (Financial PR adviser)
Lisa Kavanagh
Eavan Gannon
Jack Shelley
Tel: +44 (0) 20 7250 1446
Email: hostelworld@powerscourt-group.com
IMPORTANT NOTICES
Neither this announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand or
the Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other state or jurisdiction in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation. Any failure to comply
with these restrictions may constitute a violation of securities
laws of such jurisdictions.
The Placing Shares and Subscription Shares have not been, and
will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or under any securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from, or transactions not subject to, the
registration requirements of the US Securities Act and in
compliance with the securities laws of any state or other
jurisdiction of the United States. There will be no public offering
of any securities referred to herein in the United States or
elsewhere.
All offers of Placing Shares and Subscription Shares will be
made pursuant to an exemption under the Regulation (EU) 2017/1129
(the "Prospectus Regulation") as amended from time to time from the
requirement to produce a prospectus. No prospectus will be made
available in connection with the matters contained in this
announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser being, (i) if you
are resident in the United Kingdom a financial adviser who is
authorised under the Financial Services and Markets Act 2000, as
amended, (ii) in the case of shareholders resident in Ireland, an
organisation or firm authorised or exempt under the Investment
Intermediaries Act 1995 (as amended) of Ireland or an authorised
investment firm within the meaning of the European Union (Markets
in Financial Instruments) Regulations 2017 (as amended)) or (iii)
another appropriately authorised professional adviser if you are
resident in a territory outside of the United Kingdom or
Ireland.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares or Subscription
Shares.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of shares acquired. Past performance is no guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice.
Members of the public are not eligible to take part in the
Placing. This announcement is for information purposes only and is
directed only at: (a) in Member States of the Economic European
Area, qualified investors within the meaning of article 2(1)(e) of
the Prospectus Regulation ("Qualified Investors"); and (b) in the
United Kingdom, Qualified Investors who are also persons (i) who
have professional experience in matters relating to investments
falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
who fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the Order; or (iii) to whom
it may otherwise be lawfully communicated; (all such persons
together being referred to as "Relevant Persons"). In the United
Kingdom and Member States of the Economic European Area, this
announcement must not be acted on or relied on by persons who are
not Relevant Persons and any investment or investment activity to
which this announcement relates is available only to and will be
engaged in only with Relevant Persons.
The distribution of this announcement and the offering of the
Placing Shares or Subscription Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
and/or the Joint Bookrunners that would permit an offering of such
shares or possession or distribution of this announcement or any
other offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
This announcement is not being distributed, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA"), by a person authorised
under FSMA. This announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made by the Joint Bookrunners, or
by any of their respective directors, officers, employees,
advisers, consultants, affiliates or agents as to or in relation
to, the accuracy or completeness of this announcement or any other
written or oral information made available to any interested person
or its advisers, and any liability therefore is expressly
disclaimed. None of the information in this announcement has been
independently verified or approved by the Joint Bookrunners or any
of their respective directors, officers, employees, advisers,
consultants, affiliates or agents. Save for any responsibilities or
liabilities, if any, imposed on the Joint Bookrunners by FSMA or by
the regulatory regime established under it, and in the case of
Davy, Euronext Dublin, the Central Bank of Ireland or other
applicable law the application of which may not be excluded, no
responsibility or liability is accepted by the Joint Bookrunners or
any of their respective, directors, officers, employees, advisers,
consultants, affiliates or agents for any errors, omissions or
inaccuracies in this announcement or in such information or
opinions or for any loss, cost or damage suffered or incurred
howsoever arising, directly or indirectly, from any use of this
announcement or its contents or such information or opinions or
otherwise in connection with this announcement or from any acts or
omissions of the Company in relation to the Placing or the
Subscription.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Davy is regulated in Ireland by the
Central Bank of Ireland. The Joint Bookrunners are acting solely
for the Company and no-one else in connection with the Placing and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Placing, the
contents of this announcement or any other matters described in
this announcement. The Joint Bookrunners will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
connection with the Placing, the contents of this announcement or
for any other matters described in this announcement.
In connection with the Placing, each of the Joint Bookrunners
and any of their respective affiliates may acquire a portion of the
Placing Shares for their own account and in that capacity may
retain, acquire or sell such shares and any other securities of the
Company or related investments and may offer or sell such shares,
securities or investments otherwise than in connection with the
Placing. Accordingly, references in this announcement to Placing
Shares being issued, offered or placed should be read as including
any issue, offering or placement of such shares to the Joint
Bookrunners and any of their respective affiliates acting in such
capacity. In addition the Joint Bookrunners or any of their
respective affiliates may enter into financing arrangements
(including swaps, warrants or contracts for differences) with
investors in connection with which the Joint Bookrunners or any of
their respective affiliates may from time to time acquire, hold or
dispose of securities of the Company, including the Placing Shares.
None of the Joint Bookrunners or any of their respective affiliates
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so. Each of the Joint Bookrunners and
their respective affiliates may have engaged in transactions with,
and provided various commercial banking, investment banking,
financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which
they would have received customary fees and commissions and that
each of the Joint Bookrunners and their respective affiliates may
provide such services to the Company and/or its affiliates in the
future.
Cautionary statements
This announcement may contain, and the Company may make verbal
statements containing, "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
The information contained in this announcement is subject to
change without notice and except as required by applicable law or
regulation (including to meet the requirements of the Listing
Rules, the Euronext Dublin Listing Rules, MAR, FSMA, Euronext
Dublin and/or the Central Bank of Ireland), the Company expressly
disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statements are based. Statements
contained in this announcement regarding past trends or activities
should not be taken as representation that such trends or
activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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.
END
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