Hostelworld Regulatory News (HSW)

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 €0.01 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 £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: 

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 £1,872,000. Premier Miton Group Plc has agreed to subscribe for 2,220,000 Placing Shares at the Placing Price for an aggregate consideration of £1,598,400. 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.