Publication of Prospectus

RNS Number : 7708D

Hostelworld Group PLC

28 October 2015

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO, WITHIN OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

This announcement is an advertisement and not a prospectus and does not constitute an offer of securities for sale or subscription, or the solicitation of any offer to buy or subscribe for any securities, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. Securities of Hostelworld Group plc, including its ordinary shares, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws. The offering of the ordinary shares described in this announcement has not been and will not be registered under U.S. securities laws, and accordingly, any offer or sale of these securities may be made only in transactions exempt from registration. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus published by the Company and available as described below.

For immediate release

28 October 2015

Hostelworld Group plc

("Hostelworld" or the "Company")

Publication of Prospectus

Further to the announcement that Hostelworld published earlier today in connection with its initial public offering (the "Offer"), Hostelworld is pleased to announce that its prospectus dated 28 October 2015 (the "Prospectus") has been approved by the UK Listing Authority.

The Prospectus relates to the admission of the Company's ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and the secondary listing segment of the Official List of the Irish Stock Exchange and to trading on the main market for listed securities of the London Stock Exchange and the Irish Stock Exchange's Main Securities Market ("Admission").

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

In addition, the Prospectus will also shortly be available to view on the website of the Company, www.hostelworldgroup.com, and copies of the Prospectus will be made available at the registered office of the Company, High Holborn House, 52-54 High Holborn, London WC1V 6RL, United Kingdom during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of 12 months following Admission.

Enquiries:

Hostelworld Group plc

Feargal Mooney, Chief Executive Officer

Tel: [phone]

Numis Securities Limited

Alex Ham

Nick Westlake

Freddie Barnfield

Tom Ballard

Freddie Naylor-Leyland

Tel: [phone]

Davy Corporate Finance

John Frain

Barry Murphy

Tel: [phone]

Davy Corporate Broking

Paul Burke

Orla Bolger

Tel: [phone]

Weber Shandwick

Nick Oborne

Tom Jenkins

Tel: [phone]

Notes to Editors:

Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Prospectus.

Important notices

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or other securities to any person in the United States or any other jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into any contract or commitment whatsoever.

Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction.  The distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law, and persons into whose possession this announcement, or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Company is not and will not be registered under the United States Investment Company Act of 1940, as amended. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities commission or regulatory authority or under the laws of any state or jurisdiction of the United States. Accordingly, the Shares will constitute ''restricted securities'' within the meaning of Rule 144(a)(3) of the Securities Act and may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from the United States except pursuant to a registration statement that has been declared effective under the Securities Act or in transactions exempt from, or not subject to, the registration requirements of the Securities Act or any applicable state or local securities laws of the United States. There will be no public offering of the Shares in the United States or elsewhere.

The securities have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold, directly or indirectly, in Australia, Canada, Japan or South Africa.

Any purchase or subscription of the Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with Admission. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change and does not purport to be full or complete. None of the Company, Numis Securities Limited ("Numis"), J&E Davy ("Davy") or any other person undertakes to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.

Numis is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Offer and Admission, and will not regard any other person as its client in relation to the Offer or Admisison and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Offer or Admission or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Davy is authorised and regulated in Ireland by the Central Bank of Ireland and is acting exclusively for the Company and no one else in connection with the Offer and Admission, and will not regard any other person as its client in relation to the Offer or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Offer or Admission or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder or on Davy by the Central Bank of Ireland, neither Numis nor Davy accept any responsibility whatsoever, and make no representation or warranty, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the Group, the Shares or the Offer, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future.  Numis and Davy, accordingly, disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which either or both of them might otherwise have in respect of this announcement or any such statement.

 

END

 

 

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