Hostelworld Regulatory News (HSW)

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 28 August 2020

LEI:213800OC94PF2D675H41

Hostelworld Group PLC

("Hostelworld" or the "Company")

Proposed Bonus Issue of Shares

Publication of Circular and Notice of General Meeting

Bonus Issue

As set out in the Company's announcement dated 12 August 2020, the Company today confirms that, rather than pay a cash dividend, it will issue new ordinary shares by way of a bonus issue to Shareholders, equating to 1.0 € cent per share (the "Bonus Issue"). The Bonus Issue is conditional on shareholder approval being obtained at a general meeting to be held at the Company's Head Office at Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 17 September 2020 at 12.00 noon (or any adjournment thereof) (the "General Meeting").

The Bonus Issue shares will be issued to Shareholders who appear on the Company's register of members as at 6.00pm on 17 September 2020 (the "Record Time") and Bonus Issue entitlements will be calculated using the formula outlined in this RNS announcement and the shareholder circular seeking approval of the Bonus Issue (the "Circular"), to be posted to Shareholders today.

The Company announces the dates and times given in the table below in connection with the Bonus Issue, which are indicative only and are based on the Company's current expectations and are subject to change. If any dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service. All times shown are London times unless otherwise stated.

Expected Timetable of Principal Events

EVENT TIME AND/OR DATE

Publication of Circular (including the Notice of General Meeting)and the Form of Proxy........................................................................................................................ 28 August 2020

Latest time and date for receipt of the Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the General Meeting ................................................................................ 12.00 noon on 15 September 2020

Voting Record Time (1).................................................................................................... 6.00 p.m. on 15 September 2020

General Meeting....................................................................................................... 12.00 noon on 17 September 2020

Bonus Issue Record Time........................................................................................... 6.00 p.m. on 17 September 2020

Bonus Issue Ex-date................................................................................................... 8.00 a.m. on 18 September 2020

Admission and commencement of dealings in the Bonus Issue Shares on the premium segment of the UK Official List and the UK Main Market and on the secondary listing segment of the Irish Official List and the Irish Main Market 8.00 a.m. on 18 September 2020

CREST accounts of Shareholders holding in uncertificatedform credited with the Bonus Issue Shares................................. on or soon after 8.00 a.m. on 18 September 2020

Despatch of share certificates for the Bonus Issue Sharesto Shareholders holding in certificated form....................................................... within 5 Business Days of Admission

Notes:

(1) Entitlement to vote at the General Meeting by appointing a proxy, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of members at 6.00 p.m. on 15 September 2020 or, if the meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting (as the case may be). In each case, changes to the register of members after the relevant deadline shall be disregarded.

 (2) All events in the above timetable following the holding of the General Meeting are conditional on the passing of the Resolution at the General Meeting.

Indicative Statistics

Number of Shares in issue at the Latest Practicable Date (1)....................................................................... 114,684,933

Number of Bonus Issue Shares to be issued (2).............................................................................................. 1,636,252

Number of Shares in issue immediately followingthe Bonus Issue (the "Enlarged Issued ShareCapital") (3)................................................................................................................................................... 116,321,185

Notes:

(1) Number of Shares in issue as at 27 August 2020, being the latest practicable date prior to the publication of the Circular (the "Latest Practicable Date"). Hostelworld does not hold any Shares in treasury as at the date of the Circular.

(2) Number of Bonus Issue Shares to be issued to Shareholders, based on one new Bonus Issue Share for every 70.09 Shares held as at the Bonus Issue Record Time.

(3) Maximum number of Shares assuming the number of Bonus Issue Shares is issued and assuming that no new Shares are issued as a result of the exercise of any options between the Latest Practicable Date and Admission.

Background to and reasons for the proposed Bonus Issue

On 26 March 2020, the Company announced that it was not proceeding with a final 2019 dividend as part of its measures to protect balance sheet strength and liquidity during the COVID-19 pandemic. On 24 June 2020 the Company announced that the Board did not expect to pay a cash dividend under its current policy in respect of the 2020 financial year. The Board made this decision after assessing current trading, the continued requirement for cash conservation and the on-going uncertainty of the full impact of COVID-19. Future cash dividend payments will be subject to the Company generating adjusted profit after tax, the Company's cash position, the Company's capital allocation policy, any restrictions in Hostelworld's banking facilities and subject to compliance with Companies Act 2006 (the "Act") requirements regarding ensuring sufficiency of distributable reserves at the time of paying the dividend.

Consequently and as announced in the interim results for the six months ended 30 June 2020, the Board is proposing to issue new ordinary shares by way of a bonus issue to Shareholders, in lieu of a cash dividend, equating to 1.0 € cent per share and subject to shareholder approval at the General Meeting. The number of Shares that each Shareholder will need to hold to qualify for one Bonus Issue Share has been calculated by dividing the volume weighted average price (in € cent) for a Share over the five day period ended on 26 August 2020 by 1.0 € cent.

The Company is expected to capitalise a sum of €16,362.52 standing to the credit of its share premium account to pay up in full 1,636,252 Shares. Each Shareholder on the Company's register of members as at 6.00 p.m. on 17 September 2020, being the last date on which transfers will be accepted for registration to participate in the Bonus Issue (the "Bonus Issue Record Time"), is expected to receive:

one Bonus Issue Share for every 70.09 Shares held at the Bonus Issue Record Time

Applications will be made to the FCA, Euronext Dublin and to the London Stock Exchange for Admission of the Bonus Issue Shares. It is currently expected that Admission of the Bonus Issue Shares will become effective at 8.00 a.m. on 18 September 2020.

Following Admission, the Bonus Issue Shares will be issued as fully paid and will rank pari passu in all respects with the Shares in issue at the time the Bonus Issue Shares are issued, including the right to receive and retain in full all dividends or other distributions made, paid or declared in respect of the Shares by reference to a record date falling after the date of issue of the Bonus Issue Shares. The Bonus Issue Shares will be issued in registerable form and will be capable of being held in certificated and uncertificated form.

Subject to approval of the Resolution at the General Meeting, the Board currently intends to exercise the authority conferred on it pursuant to the Resolution to issue and allot shares pursuant to section 551 of the Act, in order to issue and allot the Bonus Issue Shares on the basis summarised above.

Fractional Entitlements

The fractional entitlements of Shareholders at Admission to the Bonus Issue Shares shall be aggregated and Hostelworld shall procure that the maximum whole number of Bonus Issue Shares resulting therefrom shall be allotted and issued to a person appointed by Hostelworld to hold such Bonus Issue Shares on behalf of the relevant Shareholders. Hostelworld shall procure that such Bonus Issue Shares are sold in the market as soon as practicable after Admission and the net proceeds of sale (after the deduction of all commissions and expenses incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be donated by Hostelworld to charity.

Publication of Circular and Notice of General Meeting

The Company further announces that the Circular, the Notice of General Meeting and the Form of Proxy will be posted to Shareholders today. The Circular is not required to be approved by the FCA under the Listing Rules.

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 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 noon on 11 September 2020. 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 and the Notice of General Meeting have been published on the Company's website at www.hostelworldgroup.com. A copy of the Circular and the Notice of General Meeting 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 

Gary Morrison Chief Executive Officer

TJ Kelly Chief Financial Officer

Rudolf O'Kane Head of Commercial Finance

 Tel: +353 (0) 1 498 0700

Powerscourt (Financial PR adviser)

Lisa Kavanagh

Eavan Gannon

Jack Shelley

 Tel: +44 (0) 20 7250 1446

Email: hostelworld@powerscourt-group.com

IMPORTANT NOTICE

This Announcement is for information purposes only and is not intended to and does not constitute or form part of any offer, invitation or solicitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue any securities, or the solicitation of any vote or approval in connection with the Bonus Issue or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Hostelworld Group plc urges Shareholders to read the Circular once published carefully because it contains important information in relation to the Bonus Issue.

Any vote in respect of Resolution to be proposed at the General Meeting to approve the Bonus Issue should be made only on the basis of the information contained in the Circular.

This Announcement is not a prospectus or prospectus equivalent document.

The Bonus Issue will be subject to the applicable requirements of the London Stock Exchange, the FCA and Euronext Dublin.

ADDITIONAL INFORMATION FOR US SHAREHOLDERS

The Bonus Issue Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The Bonus Issue Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Bonus Issue Shares or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

OVERSEAS SHAREHOLDERS

The Bonus Issue Shares have not been, and will not be, registered under the applicable securities laws of any jurisdiction outside the United Kingdom and Ireland. Accordingly, the Bonus Issue Shares may not be offered, sold, delivered or otherwise transferred, directly or indirectly, in, into or from any such jurisdiction, or to, or for, the account or benefit of citizens or residents of any such jurisdiction, except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions or as otherwise permitted under the applicable securities laws of those jurisdictions. Shareholders outside the United Kingdom and Ireland are required by the Company to inform themselves about and observe any restrictions on the offer, sale or transfer of the Bonus Issue Shares.

No action has been taken by the Company to obtain any approval, authorisation or exemption to permit the allotment or issue of the Bonus Issue Shares or the possession or distribution of this Announcement (or any other publicity material relating to the Bonus Issue Shares) in any jurisdiction other than the United Kingdom and Ireland.

Unless otherwise determined by the Company or required by and permitted by applicable law and regulation, the Bonus Issue will not be implemented and documentation relating to the Bonus Issue shall not be made available, directly or indirectly, in, into or from an excluded territory where to do so would violate the laws of that jurisdiction (an "Excluded Territory") and no person may vote their Shares with respect to the Bonus Issue at the General Meeting, or execute and deliver the Form of Proxy appointing another to vote at the General Meeting on their behalf, by any use, means, instrumentality or form within an Excluded Territory or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Excluded Territory and persons with access to this Announcement and any other documents relating to the Bonus Issue (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Excluded Territory. Persons who are not resident in the United Kingdom or Ireland or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements.

It is the responsibility of each person into whose possession this Announcement comes to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection with the distribution of this Announcement and the issuance of the Bonus Issue Shares and to obtain any governmental, exchange control or other consents which may be required, to comply with other formalities which are required to be observed and to pay any issue, transfer or other taxes due in such jurisdiction. To the fullest extent permitted by applicable law, the Company, the Board and all other persons involved in the Bonus Issue disclaim any responsibility or liability for the failure to satisfy any such laws, regulations or requirements by any person.

APPENDIX - DEFINITIONS

The following words and expressions shall have the following meanings in this Announcement unless the context otherwise requires:

"Admission" the admission of the Bonus Issue Shares to (i) listing on the premium listing segment of the UK Official List in accordance with the UK Listing Rules and to trading on the UK Main Market in accordance with the UK Admission and Disclosure Standards and (ii) listing on the secondary listing segment of the Irish Official List and to trading on the Irish Main Market in accordance with the Irish Listing Rules;

"Bonus Issue" the expected capitalisation of up to €16,362.52 standing to the credit of the share premium account of the Company by way of the issue and allotment at Admission of Bonus Issue Shares to Shareholders on the Company's register of members as at the Bonus Issue Record Time, on the basis of one Bonus Issue Share for every 70.09 Shares held;

"Bonus Issue Record Time" 6.00 p.m. on 17 September 2020, being the last date on which transfers will be accepted for registration to participate in the Bonus Issue;

"Bonus Issue Shares" 1,636,252 Shares of €0.01 in the capital of the Company;

"Business Day" a day, other than a Saturday or a Sunday or public holiday or bank holiday, on which banks are generally open for business in the City of London and Dublin;

"Circular" the shareholder circular seeking approval of the Bonus Issue, to be posted to Shareholders today;

"CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such regulations) in accordance with which securities may be held and transferred in uncertificated form;

 "CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;

"Directors" or "Board" the board comprising the executive directors and non-executive directors of the Company as at the date of this Announcement;

"Euroclear" Euroclear UK and Ireland Limited, incorporated in England and Wales with registered number 02878738;

"Euronext Dublin" the Irish Stock Exchange plc trading as Euronext Dublin;

"FCA" the UK Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;

"Form of Proxy" the form of proxy that will accompany the Circular for use by Shareholders in relation to the General Meeting;

"FSMA" the Financial Services and Markets Act 2000, as amended;

"General Meeting" the general meeting of the Company to be held at Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 17 September 2020 at 12.00 noon (or any adjournment thereof), notice of which will be set out in the Circular;

"Hostelworld" or "Company" Hostelworld Group PLC, a public limited company incorporated in England and Wales with registered number 09818705, whose registered office is Floor 2 52 Bedford Row, London, United Kingdom, WC1R 4LR;

 "Irish Main Market" Euronext Dublin's main securities market;

"Irish Listing Rules" the Listing Rules of Euronext Dublin;

"Irish Official List" the Official List of Euronext Dublin;

"Latest Practicable Date" 27 August 2020, being the latest practicable date before publication of this Announcement;

"Listing Rules" the listing rules and regulations made by the FCA under Part VI of the FSMA, as amended;

"Notice of General Meeting" the notice that will be set out at the end of the Circular giving Shareholders notice of the General Meeting;

 "Regulatory Information Service"

or "RIS" any of the services authorised by the FCA from time to time for the purpose of disseminating regulatory announcements;

"Resolution" the proposed ordinary resolution of Hostelworld necessary to approve, effect and implement the Bonus Issue, including, without limitation, to: (i) authorise the Directors to capitalise a sum of up to €16,362.52 and apply such sums by way of a Bonus Issue to the Shareholders on the Company's register of members as at the Bonus Issue Record Time; and (ii) grant authority to the Directors to allot the Bonus Issue Shares (and any amendment(s) thereof);

"Shareholders" the holders of the Shares in the capital of the Company;

"Shares" the ordinary shares of €0.01 each in the capital of the Company;

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"UK Main Market" the main market of the London Stock Exchange;

"UK Official List" the official list of the FCA;

"US Securities Act" the US Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended; and

"Voting Record Time" 15 September 2020 at 6.00 p.m., or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting.