Hostelworld Regulatory News (HSW)

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 €30 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 €30 million would exceed the borrowing limit. Therefore, in order to give the Company the flexibility to enter into and draw down a €30 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 €40 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:

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.