HIBU.L Regulatory News (HIBU)

23 October 2013

hibu plc("hibu")

Request for a general meeting of shareholders

hibu plc announces that it has received requests on the same terms from shareholders holding in excess of five per cent of hibu's share capital that a general meeting of shareholders be convened to consider certain resolutions in relation to the conduct of the Group's business and the composition of its board. Consequently, the directors will convene a meeting of shareholders in accordance with the Companies Act 2006.

A circular containing detail of the general meeting, the specific business of the meeting proposed by shareholders and the responses of the hibu Board will be sent to shareholders in due course.

Having taken advice from hibu's financial and legal advisers and carefully considered its responsibilities, the Board of hibu is unanimously of the opinion that the proposed resolutions are not in the best interests of hibu and its subsidiaries' (the "Group") nor its key stakeholders including its 12,000 employees, customers, suppliers and creditors. The Group continues to make steady progress on the implementation of the proposed financial restructuring (which is in the best interests of the Group and its key stakeholders). The terms agreed with the Co-ordinating Committee of the Group's lenders for such restructuring were announced on 25 July 2013. As previously stated, no value will be attributed to the Group's ordinary shares. On completion of the proposed restructuring, the key operating subsidiaries of hibu plc will be transferred to a new group holding company owned by the Group's lenders. Accordingly, hibu plc itself will be placed into administration whilst the business of the Group will continue under the new holding company. Shareholder consent will not be required for the restructuring to be implemented. As explained in the Chairman's letter to shareholders dated 25 July 2013, this meant the directors of hibu plc had no basis on which to argue that shareholders should receive any payment as part of the restructuring, notwithstanding that the directors had argued strongly that lenders should agree to a payment to shareholders up to that point.

Given the Group's debt structure and the rights of its lenders and the value of the Group, it is difficult to see how the proposed resolutions 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 stakeholders of the Group or hibu 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 in the Group.

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 12 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.

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