AGM Information • Mar 26, 2020
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 27 April 2020 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 13030, Dublin 24, Ireland (if by post) or 3100 Lake Drive, Citywest Business Campus, Dublin 24 D24 AK82, Ireland (if by hand), as soon as possible but in any event so as to arrive no later than 12 noon on Thursday 23 April 2020. 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) Gary Morrison (Chief Executive Officer) TJ Kelly (Chief Financial Officer) Carl G. Shepherd (Non-executive Director) Éimear Moloney (Non-executive Director) Evan Cohen (Non-executive Director)
Directors: Registered Office:
Floor 2, 52 Bedford Row London, WC1R 4LR United Kingdom
To holders of ordinary shares of €0.01 each in the Company
This letter accompanies the 2019 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 27 April 2020 at 12 noon.
We are closely monitoring the Coronavirus (COVID-19) situation. The Board takes its responsibility to safeguard the health of its shareholders, stakeholders and employees very seriously and so the following measures will be put in place for the AGM in response to the COVID-19 pandemic.
The holding of the AGM will be kept under review in line with the Health Service Executive ("HSE") guidance. However, it will be attended only by the minimum number of Directors of the Company permissible and from those based in Ireland and other officers and professional advisers will not be in attendance, unless required for the AGM. In order to reduce the risk of infection, the meeting will end immediately following the formal business of the AGM and there will be no refreshments.
Non-Irish based Directors of the Company will not be asked to travel to Dublin for the meeting and shareholders are actively encouraged to consider whether their attendance at the AGM is necessary given the current guidance.
In order to safeguard the well-being of our shareholders and employees, we are encouraging shareholders to appoint the Chairman as their proxy (either electronically or by post) with their voting instructions rather than attend the AGM in person. Further details regarding the process to vote by proxy are set out in the "Action to be taken" section below.
In line with corporate governance best practice, the Company's practice at recent AGMs and in order that any proxy votes of those shareholders who choose to not attend and vote in person are fully reflected in the voting on the resolutions, the chair of the AGM will direct that voting on all resolutions set out in the Notice of AGM will take place by way of a poll. Under the Company's Articles of Association, votes on a poll may be given personally, by a corporate representative or by proxy. Every shareholder who is present in person or by a corporate representative or by proxy shall have one vote for each share held by them.
We are, as always, committed to engagement with our shareholders. If you have questions which you would like to discuss in advance of the AGM, please contact the Company Secretary by emailing [email protected] or send them in writing with your Form of Proxy to the Registrar, by
no later than four days in advance of the AGM and I or another member of the Board or executive team will respond to you in writing as soon as possible.
Shareholders still wishing to attend the meeting in person should not do so if they or someone living in the same household feels unwell or has been in contact with anyone who has the virus or who feels unwell. In accordance with the Company's Articles of Association, the Board will put in place security arrangements and to gain entrance to the meeting, shareholders will be required to sign a certificate to confirm that this is the case. These requirements and confirmations are subject to change to reflect latest HSE guidance at the time of the AGM.
The Company will continue to monitor the impact of COVID-19. Any relevant updates regarding the AGM will be available on the Company's website.
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 2019. The audited accounts and the Directors' and Auditors' reports for the financial year ended 31 December 2019 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 2019. The Directors' remuneration report is set out on pages 76 to 94 of the Annual Report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.
The 2018 UK Corporate Governance Code requires the directors of all official list companies to be subject to annual re-election. Accordingly, Resolutions 3 to 7 propose the re-election of each of the current Directors who were elected or re-elected at the 2019 AGM.
The Board has made one appointment since the 2019 AGM. Evan Cohen was appointed to the Board of Directors as a Non-executive Director on 14 August 2019. Accordingly, Resolution 8 proposes the election of Evan Cohen.
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. Collectively, the Non-executive Directors possess a wide range of the critical skills of value to the Board and relevant to the challenges and opportunities facing the Company which include financial, commercial and general management experience, online travel expertise and ecommerce expertise. Each Non-executive Director brings independent judgement to bear on a number of key issues for the Group, including strategy, performance and risk management. Their collective range of knowledge, viewpoints and diversity ensures a high quality of robust debate and input into key decisions and ensures the Board operates effectively. In terms of the Executive Directors, Gary Morrison has significant experience of the travel industry and a track record of growth in an online marketing business and TJ Kelly has a wealth of financial experience in
international consumer-focused businesses and proven track record in financial leadership. It is, therefore, felt that through the combined business skills, e-commerce expertise and online travel expertise of its Non-executive and Executive Directors, each Director's contribution is and continues to be important to the Company's long-term sustainable success and the Board recommends that shareholders vote in favour of the election and re-election of each of the Directors.
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 Ireland LLP 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 as at 23 March 2020, 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 an additional 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 as at 23 March 2020, 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 27 July 2021 and the conclusion of the AGM of the Company to be held in 2021. The resolution replaces a similar resolution passed by the Company on 31 May 2019.
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 under Resolution 12 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 23 March 2020, 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 27 July 2021 and the conclusion of the AGM of the Company to be held in 2021.
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 23 March 2020 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 to be held in 2021 and 27 July 2021 (15 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 31 May 2019. 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 1,741,814 ordinary shares have been granted pursuant to the Company's employee share schemes and are outstanding as at 23 March 2020 (being the latest practicable date prior to the publication of this Notice) representing approximately 1.8 % 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 23 March 2020 would represent approximately 2.03% % 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 31 May 2019. 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:
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 27 April 2020 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:
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 2021 or, if earlier, at 6.00 p.m. on 27 July 2021 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
11.3 the Company be and is hereby authorised to make prior to the expiry of such periods any offer or agreement which would or might require such shares or rights to be allotted or granted after the expiry of the said periods and the Directors may allot such shares or grant such rights in pursuance of any such offer or agreement notwithstanding the expiry of the authorities given by this resolution,
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 2021 or, if earlier, at 6.00 p.m. on 27 July 2021 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 to be held in 2021 or, if earlier, at 6.00 p.m. on 27 July 2021.
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.
in each case by no later than 12 noon on 23 April 2020.
Completion of the Form of Proxy or appointment of a proxy through CREST will not prevent a member from attending and voting in person.
(iv) 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 23 April 2020. 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).
person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement 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.
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