6 Nov 2013 17:00
6 November 2013
Circular to Shareholders and Notice of General Meeting
hibu plc
("hibu" or the "Group")
hibu plc announces details of a requisitioned General Meeting
The Board unanimously recommends shareholders to VOTE AGAINST all proposed resolutions
As previously announced, the Group has received requests on the same terms from shareholders representing in excess of five per cent of hibu's share capital (the "Requesting Shareholders") that a general meeting of shareholders be convened. hibu now announces the posting of a circular which includes the notice convening the General Meeting, as required by the Companies Act 2006.
The circular sets out why the hibu Board strongly believes that the proposed resolutions are not in the best interests of the Group's stakeholders. The Board therefore unanimously recommends that shareholders vote against all of the proposed resolutions at the General Meeting. The Directors intend to vote against all of the proposed resolutions in respect of their own beneficial shareholdings. Further, the Board does not consider that there is any substance in the various assertions made in the requests which are reflected in the circular, including in connection with the conduct of any Board member.
Background to the Financial Restructuring
hibu has agreed terms for a proposed restructuring of the Group's balance sheet with the Co-ordinating Committee of the Group's lenders. The Group continues to make steady progress on the implementation of the proposed financial restructuring. It is anticipated that the process will be completed in early 2014.
The key aspects of the proposed restructuring are:
· A new group holding company owned by the Group's lenders would become the owner of the key operating subsidiaries of hibu. Consequently hibu plc, the existing holding company of the Group, would be placed into administration. However, the remainder of the business of the Group would not go into administration and would continue under the new holding company.
· There is no impact on the day to day trading or business operations of the rest of the Group as a result of the financial restructuring.
· It was further announced that the terms of the financial restructuring would not result in any payment being made to shareholders or leave shares in hibu with any value. The aim of the financial restructuring has been to provide a cash generative organisation with a sustainable structure which will allow the business of the Group to thrive for the benefit of its stakeholders.
As previously noted, given the Group's debt structure and the rights of its lenders, it is difficult to see how the resolutions proposed by the Requesting Shareholders can or could be responsibly allowed to change the basis of the restructuring or prevent the restructuring being implemented on those terms. It is also difficult to see how the proposed resolutions could lead to a better outcome for the Group or its stakeholders than the proposed restructuring. The Board believes the proposed resolutions would only serve to damage the Group's prospects further to the detriment of each member of the Group as well as the wider stakeholders of the Group.
The Board unanimously recommends shareholders vote against all the proposed resolutions.
General Meeting
The Directors are convening the General Meeting at the request of certain Shareholders as required by the Companies Act 2006. The meeting is being convened to take place at 9am on 4 December 2013 at the Royal Berkshire Conference Centre at the Madejski Stadium in Reading. Notice of this meeting is set out in the circular sent to shareholders today. In compliance with LR 9.6.1, the circular to shareholders and notice of General Meeting has been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available to the public for inspection at www.hemscott.com/nsm.do. The document is also available to view on hibu's website at: corporate.hibu.com/en/investors
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About hibu
hibu helps communities thrive by facilitating millions of connections each year between consumers who want to find products and services locally and the merchants who provide them.
hibu helps merchants compete in the digital world with a broad range of marketing and commerce solutions delivered online and through hibu's direct sales teams. Building on its heritage as a premier directories provider, hibu continues to offer a full range of print- and distribution-based marketing services.
hibu operates in the UK, US, Spain, Argentina, Chile, Peru and US Hispanic markets. In the twelve months to 31 March 2013, hibu had one million SME customers and total revenues of £1.3 billion.
For further information about hibu, visit corporate.hibu.com.
Enquiries
hibu - Investors RLM Finsbury
Andrew Clatworthy Charles Chichester
Tel: +44 (0) 118 358 2838 Tel: +44 (0) 207 251 3801
hibu - Media
Jon Salmon
Tel: +44 (0) 118 358 2656