AGM Information • May 1, 2018
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your registered holdings of ordinary shares in the Company please forward this document, together with the Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.
Notice of the Annual General Meeting of the Company to be held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on Monday, 11 June 2018 at 12 noon is set out at the end of this document and the recommendation of the Directors is set out on page 7.
A Form of Proxy for use at the Meeting is provided. To be valid, any instrument appointing a proxy must be received by Computershare Investor Services PLC at P.O. Box 954, Dublin 18, Ireland (if by post) or Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 12 noon on Thursday, 7 June 2018. Alternatively, a proxy may be appointed electronically at www.eproxyappointment.com or if you hold shares in CREST, by using the CREST electronic proxy appointment service.
Michael Cawley (Non-executive Chairman) Feargal Mooney (Chief Executive Officer) Andy McCue (Non-executive Director) Carl Shepherd (Non-executive Director) Éimear Moloney (Non-executive Director)
High Holborn House 52-54 High Holborn London WC1V 6RL
1 May 2018
This letter accompanies the 2017 Annual Report (the "Annual Report") and gives details of the business to be transacted at the Annual General Meeting of the Company (the "AGM") to be held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 11 June 2018 at 12 noon.
The purpose of the AGM is to seek shareholders' approval for the Resolutions. It is also an opportunity for shareholders to express their views and to ask questions of the Directors of the Company. We, as your Board, are committed to open dialogue with our shareholders and our AGM is an excellent means to engage with you directly.
Notice of the AGM is given on page 8.
Company law requires the Directors to present to the AGM the audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2017. The audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2017 are included in the Annual Report.
The purpose of Resolution 2 is to approve the Directors' remuneration report for the financial year ended 31 December 2017. The Directors' remuneration report is set out on pages 78 to 89 of the Annual Report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.
Consistent with the dividend policy set out at the time of IPO, the Directors have recommended a full year final dividend of €0.12 per share which, together with the interim dividend of €0.051 per share paid in September 2017, is a distribution of 75% of the Company's adjusted profit after taxation for the year ended 31 December 2017. The purpose of Resolution 3 is to approve the final dividend for the year ended 31 December 2017. If Resolution 3 is approved, the final dividend for the year ended 31 December 2017 will be paid on 14 June 2018 to holders of ordinary shares on the register at the close of business on 11 May 2018.
Because the Company is tax resident in Ireland, dividend payments are subject to dividend withholding tax in Ireland at the standard rate of Irish income tax. Certain categories of shareholders not resident in Ireland are entitled to an exemption from the withholding tax if, prior to payment of the dividend, the Company's registrar (Computershare) has received all relevant documentation required for the exemption to apply. If you are in any doubt as to whether you may be entitled to such exemption you should read the information set out in the Appendix and take legal advice if necessary.
The UK Corporate Governance Code requires FTSE 350 companies to put forward all of their Directors for re-election each year. For companies outside the FTSE 350 (including the Company), Directors must be put forward for re-election at least once every 3 years. However, in the spirit of good corporate governance, the Company has decided to voluntarily apply the standard that applies to FTSE 350 companies so that all of the Directors are subject to annual re-election.
Accordingly, Resolutions 4 to 6 propose the re-election of each of the current Directors who were re-elected at the 2017 AGM.
The Board has made two appointments since the 2017 AGM.
Carl Shepherd was appointed to the Board of Directors as a non-executive director on 1 October 2017 and Éimear Moloney was appointed to the Board of Directors as a non-executive director on 27 November 2017.
Each of the newly appointed Directors is required in accordance with the Company's articles of association to offer themselves for election at the AGM. Accordingly, Resolutions 7 and 8 propose the election of each of the Directors who were appointed after the 2017 AGM.
The Board has considered the performance of each of the Directors to be elected or re-elected and is satisfied that their performance continues to be effective and demonstrates commitment to the role.
Brief biographies for each of the Directors are included in the Annual Report.
The Company is required to appoint auditors at each AGM at which accounts are laid before the Company, to hold office until the conclusion of the next such meeting.
The Audit Committee, on behalf of the Board, has reviewed the effectiveness, independence and objectivity of the external auditors, Deloitte and now proposes their re-appointment as auditors of the Company.
This resolution authorises the Directors, in accordance with standard practice, to negotiate and agree the remuneration of the auditors. In practice, the Audit Committee will consider the audit fees for recommendation to the Board.
This resolution asks shareholders to grant the Directors authority under section 551 of the Companies Act 2006 (the "Act") to allot ordinary shares or grant such subscription or conversion rights as are contemplated by sections 551(1)(a) and (b) respectively of the Act. Resolution 11.1 will allow the Directors to allot shares up to a maximum aggregate nominal value of €318,569.26, representing approximately one third of the nominal value of the Company's issued share capital on 30 April 2018, the latest practicable date prior to the publication of this Notice. This is the maximum permitted amount under best practice corporate governance guidelines.
In line with guidance issued by the Investment Association, Resolution 11.2 would give the Directors authority to allot ordinary shares in connection with a fully pre-emptive rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to €318,569.26. This amount represents approximately an additional third of the nominal value of the Company's issued share capital on 30 April 2018, the latest practicable date prior to the publication of this Notice.
The authorities sought under Resolutions 11.1 and 11.2 will expire on the earlier of 6.00 p.m. on 30 June 2019 and the conclusion of the AGM of the Company held in 2019. The resolution replaces a similar resolution passed by the Company on 1 June 2017.
The Directors have no present intention of exercising such authorities. However, the Directors consider it important to have the maximum ability and flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to market developments and conditions.
No shares are held by the Company in treasury.
The Act requires that shares or other equity securities allotted for cash are offered first to existing shareholders in proportion to their existing holding. The passing of this resolution would allow the Directors to allot shares (or sell any shares which the Company may hold in treasury following a purchase of its own shares) without first offering the securities to existing shareholders.
The authority would be limited to: (i) in the case of Resolution 12.1, allotments or sales in connection with pre-emptive offers (but where authority to allot has been granted under Resolution 11.2, by a rights issue only), allowing the Directors to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems which might arise; and (ii) in the case of Resolution 12.2, otherwise up to an aggregate nominal amount of €47,785.39. The aggregate nominal amount set out in Resolution 12.2 represents 5% of the issued ordinary share capital of the Company as at 30 April 2018, being the latest practicable date prior to publication of this Notice. The proceeds of an issuance of equity securities pursuant to Resolution 12.2 may be used for any purpose the Directors consider is in the best interests of the Company and its shareholders.
In respect of the authority referred to in this Resolution 12, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authority within a rolling three-year period. The Principles provide that usage in excess of 7.5% of issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders.
The authority will expire on the earlier of 6.00 p.m. on 30 June 2019 and the conclusion of the AGM of the Company held in 2019.
Resolution 13 seeks authority for the Company to make market purchases of its own ordinary shares, such authority being limited to the purchase of ordinary shares up to a maximum aggregate nominal amount of €95,570.78 (being approximately 10% of the nominal value of the issued ordinary share capital of the Company) as at 30 April 2018 being the last practicable date prior to the publication of this Notice. The authority will expire on the earlier of the conclusion of the AGM of the Company held in 2019 and 11 December 2019 (18 months from the date of the AGM).
The maximum price payable for the purchase by the Company of its own ordinary shares will be limited to an amount equal to the higher of 5% above the average of the middle market quotations of the Company's ordinary shares, as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS. The minimum price payable by the Company for the purchase of its own ordinary shares will be €0.01 per share (being the amount equal to the nominal value of an ordinary share).
The Directors have no present intention of exercising such authority. The authority to purchase the Company's own ordinary shares will only be exercised if the Directors consider that there is likely to be a beneficial impact on earnings per ordinary share and that it is in the best interests of the Company at the time. Resolution 13 renews a similar resolution passed by the Company on 1 June 2017. The Company will be able to hold the ordinary shares which have been repurchased as treasury shares and re-sell them for cash, cancel them or use them for the purposes of its employee share schemes.
Options to subscribe for up to 1,984,610 ordinary shares have been granted pursuant to the Company's employee share schemes (including the SAYE scheme approved by shareholders at the 2017 AGM) and are outstanding as at 30 April 2018 (being the latest practicable date prior to the publication of this Notice) representing approximately 2.08% of the issued ordinary share capital at that date (excluding any shares held in treasury). If the Directors were to exercise in full the power for which they are seeking authority under Resolution 13, the options outstanding as at 30 April 2018 would represent approximately 2.31% of the ordinary share capital (excluding any shares held in treasury) in issue following such exercise.
Part 14 of the Act requires companies to seek shareholder approval for donations to, or expenditure incurred in connection with, any political party, political organisation or independent election candidate.
Although the Company does not intend (and none of its subsidiaries intend) to make donations to political parties or to independent election candidates, within the normal meaning of that expression, the definition in the legislation of "political donations" and "political expenditure" can extend to bodies such as those concerned with policy review, law reform, the representation of the business community and special interest groups, which the Company might wish to support. Accordingly, the Company is seeking authority to make donations up to an aggregate amount of €100,000.
The resolution replaces the previous authority put in place by the Company on 1 June 2017. No payments were made by the Company under this previous authority.
Resolution 15 to be proposed at the AGM seeks authority from shareholders to hold general meetings (other than AGMs) on 14 days' clear notice. This is permissible under the existing articles of the Company and the Act. However, pursuant to the EU Shareholders' Rights Directive the Company must offer the facility, accessible to all shareholders, to vote by electronic means and must obtain specific shareholder approval on an annual basis to retain this ability.
The Directors believe that there may be circumstances in which it will be important for the Company to be able to call meetings at such short notice. The shorter notice period would not be used as a matter of course, but only where it is merited by the business of the meeting, the proposals are time-sensitive and it is thought to be to the advantage of shareholders as a whole. Accordingly, the Directors believe that it is important for the Company to retain this flexibility. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
You are asked to either:
complete the Form of Proxy and return it, together with any power of attorney or other authority under which it is signed or a notarially certified or office copy thereof, to Computershare Investor Services PLC at P.O. Box 954, Dublin 18, Ireland (if by post) or Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 12 noon on Thursday, 7 June 2018; or
Completion of the Form of Proxy or appointment of a proxy through CREST does not prevent a member from attending and voting in person.
The AGM will be held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland.
The Board believes that the Resolutions to be put to the AGM are in the best interests of the shareholders as a whole and, accordingly, recommends that the shareholders vote in favour of the Resolutions, as the Directors who hold shares intend to do in respect of their beneficial shareholdings in the Company.
Yours sincerely
Michael Cawley Chairman
NOTICE is hereby given that the Annual General Meeting of Hostelworld Group Plc (the "Company") will be held at the offices of the Company, Floor 2, One Central Park, Leopardstown, Dublin 18, Ireland on 11 June 2018 at 12 noon for the transaction of the following business:
To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 11 and 14 will be proposed as ordinary resolutions and numbers 12, 13 and 15 will be proposed as special resolutions:
11.1 the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares and to grant such subscription and conversion rights as are contemplated by sections 551(1)(a) and (b) of the Act respectively up to a maximum nominal amount of €318,569.26 to such persons and at such times and on such terms as they think proper during the period expiring at the end of the Annual General Meeting of the Company in 2019 or, if earlier, at 6.00 p.m. on 30 June 2019 (unless previously revoked or varied by the Company in general meeting); and further
11.2 the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (as defined in section 560 of the Act) in connection with a rights issue in favour of the holders of equity securities and any other persons entitled to participate in such issue where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity securities held by them up to a maximum nominal amount of €318,569.26 during the period expiring at the end of the Annual General Meeting of the Company in 2019 or, if earlier, at 6.00 p.m. on 30 June 2019 subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and
so that all previous authorities of the Directors pursuant to the said section 551 be and are hereby revoked.
and this power, unless renewed, shall expire at the end of the Annual General Meeting of the Company in 2019 or, if earlier, at 6.00 p.m. on 30 June 2019 but shall extend to the making, before such expiry, of an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries shall not exceed €100,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Company's next following Annual General Meeting.
For the purposes of this resolution, the expressions "political donations", "political party", "political organisation", "independent election candidate" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.
15. That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.
Registered Office: High Holborn House, 52-54 High Holborn, London WC1V 6RL.
in each case by no later than 12 noon on 7 June 2018.
Completion of the Form of Proxy or appointment of a proxy through CREST will not prevent a member from attending and voting in person.
(iii) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for such instructions, as described in the CREST Manual (www.euroclear.com/CREST). The message must be transmitted so as to be received by the issuer's agent, Computershare Investor Services PLC (ID 3RA50), by 12 noon on 7 June 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
be disregarded in determining the rights of any person to attend and vote at the Meeting.
setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act.
Any 'relevant distribution' made on shares is subject to dividend withholding tax in Ireland (''DWT'') at the standard rate of Irish income tax (currently 20%) unless an exemption applies. Because the Company is resident in Ireland for the purposes of Irish tax ("Irish Resident") any distribution of cash dividends, non-cash dividends and scrip dividends of quoted companies would be a 'relevant distribution' for this purpose unless paid to certain specified Irish persons.
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Certain categories of shareholder are entitled to an exemption from DWT if, prior to payment of the dividend, the Company or a 'qualifying intermediary' from whom the dividend is received by that shareholder, as the case may be, has received all documentation required by law in order for that exemption to apply, and in the case of shareholders that are not Irish Resident, that documentation is current at the date of payment of the dividend.
Individual shareholders who are Irish Resident and/or ordinarily resident in Ireland for the purposes of Irish tax ("Ordinarily Resident in Ireland") are generally not entitled to an exemption from DWT.
Categories of shareholder that are entitled to exemption include (but are not limited to):
(ii) are under the control, whether directly or indirectly, of a person or persons resident in a Relevant Territory under the laws of that Relevant Territory, and who is or are, not under the control, whether directly or indirectly, of a person who is, or persons who are, not so resident; or
(iii) either:
is substantially and regularly traded on a recognised stock exchange in a Relevant Territory or Relevant Territories, or in Ireland or on such other stock exchange approved by the Minister for Finance for that purpose.
Where applicable, the Company is responsible for withholding DWT at source and forwarding the relevant payment to the Revenue Commissioners of Ireland along with a DWT return within 14 days of the end of the month in which the distribution was made.
As mentioned above, certain shareholders (both individual and corporate) are entitled to an exemption from DWT. In particular, a shareholder who is not Irish Resident is not subject to DWT on dividends received from the Company if such shareholder is:
(a) an individual shareholder resident for tax purposes in a Relevant Territory, and the individual is not Irish Resident nor Ordinarily Resident in Ireland.
As mentioned above, ''Relevant Territory'', for the purposes of DWT, is defined to include all EU member states and all of those countries with which Ireland has signed a double tax treaty, which countries include: Albania, Armenia, Australia, Austria, Bahrain, Belarus, Belgium, Bosnia & Herzegovina, Botswana, Bulgaria, Canada, Chile, China, Croatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Ethiopia, Finland, France, Georgia, Germany, Ghana, Greece, Hong Kong, Hungary, Iceland, India, Israel, Italy, Japan, Kazakhstan, Korea, Kuwait, Latvia, Lithuania, Luxembourg, Macedonia, Malaysia, Malta, Mexico, Moldova, Montenegro, Morocco, The Netherlands, New Zealand, Norway, Pakistan, Panama, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia, Singapore, Slovak Republic, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, Turkey, United Arab Emirates, Ukraine, United Kingdom, the United States, Uzbekistan, Vietnam, and Zambia;
(e) a corporate shareholder that is not Irish resident and is wholly-owned, directly or indirectly, by two or more companies where the principal class of shares of each of such companies is substantially and regularly traded on a stock exchange in Ireland, on a recognised stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance,
and provided that, in all cases noted above but subject to the matters described below, the shareholder has provided the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Company's registrar ("Registrar") (in the case of shares held directly i.e. outside of CREST), by 5p.m. on the record date for the first dividend payment to which they are entitled.
The Company will rely on information received directly or indirectly from brokers and the Registrar in determining where shareholders reside and whether they have provided the required Irish DWT forms, as described below. Shareholders who are required to file Irish DWT forms in order to receive their dividends free of DWT should note that such forms are valid for a maximum period of 6 years i.e. the fifth year following the year in which the certificate was issued and new forms must be filed before the expiration of that period, or where the information in such declaration is no longer valid, in order to continue to enable them to receive dividends without deduction of DWT.
In most cases, individual shareholders resident in a Relevant Territory should complete a Form V2A and corporate (company) shareholders resident in a Relevant Territory should complete a Form V2B. Where a shareholder constitutes groups of persons not being a company but is resident in a Relevant Territory, it should complete a Form V2C. Shareholders should contact their broker or tax adviser with any questions regarding Irish DWT.
If any shareholder who would have been entitled to an exemption from DWT had the prescribed declarations been in place on a given date receives a dividend subject to DWT, he or she should generally be able to make an application for a refund of the DWT from Revenue in the prescribed form.
While many double taxation treaties with Ireland contain provisions regarding the taxation of dividends, due to the wide scope of the exemptions from DWT available under Irish domestic law, it would generally be unnecessary for shareholders to have to rely on the treaty provisions.
Most shareholders who are Irish Resident or Ordinarily Resident in Ireland (other than Irish Resident companies) will be subject to DWT in respect of dividend payments on their shares. Shareholders that are Irish Residents but are entitled to receive dividends without DWT must provide the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Registrar (in the case of shares held directly), by 5p.m. on the record date for the first dividend payment to which they are entitled.
Shareholders who are Irish Resident or Ordinarily Resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisers.
Shareholders who do not reside in a Relevant Territory or in Ireland should be subject to DWT, but there are a number of other exemptions that could apply on a case-by-case basis. Dividends paid to such shareholders will be paid subject to DWT unless the relevant shareholder has provided the appropriate Irish DWT form to his or her broker (in the case of shares held through CREST), or to the Registrar (in the case of shares held directly), by 5p.m. on the record date for the first dividend payment to which they are entitled.
If any shareholder who is not a resident of a Relevant Territory or Ireland but is exempt from withholding tax receives a dividend subject to DWT, he or she may make an application for a refund from Revenue in the prescribed form.
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