Hostelworld Group plc – Major Shareholding Notifications
Following the exit of the United Kingdom from the European Union and the subsequent end of the Brexit transition period on 31 December 2020, Hostelworld Group plc (“Hostelworld”) as a public limited company incorporated in England and Wales with its shares admitted to trading on both the main market of the London Stock Exchange plc and the main market of the Irish Stock Exchange plc (trading as Euronext Dublin), announced on 19 March 2021 that its EU Home Member State for the purposes of the EU Transparency Directive (Directive 2004/109/EC, as amended) is Ireland.
As a result, shareholders should be aware that in addition to their existing major shareholding notification obligations under the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules which remain unchanged, shareholders are now subject to a separate and independent regime for major shareholding notifications in Ireland pursuant to the Transparency (Directive 2004/109/EC) Regulations 2007, as amended, and the Central Bank (Investment Market Conduct) Rules 2019.
Failure of shareholders to notify punctually or properly under either the Irish or UK regime may result in an offence in respect of which penalties and/or sanctions may be imposed, or may result in restrictions applying on the enforceability of rights attached to shares.
Irish Major Shareholding Notification Regime
Under Irish transparency law, Hostelworld is classified as a non-Irish issuer and as such the Irish notification obligation arises when the percentage of voting rights held by a shareholder reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. The notification, using the standard form TR–1 available in electronic format on the Central Bank of Ireland’s website, must be made in writing to Hostelworld and at the same time filed with the Central Bank of Ireland.
Further information, on shareholders’ obligations under the Irish transparency regime, including links to the Transparency (Directive 2004/109/EC) Regulations 2007 (and amendments) and the Central Bank (Investment Market Conduct) Rules 2019 which set out the timelines within which notifications must be made, and links to relevant Irish and EU legislation, can be found on the Central Bank of Ireland’s website.
UK Major Shareholding Notification Regime
Shareholders must continue to comply with their existing notification obligations under the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules and accordingly notify Hostelworld and the Financial Conduct Authority when the percentage of voting rights held by that shareholder reaches, exceeds or falls below 3% and each 1% thereafter. For this purpose, shareholders should use the form TR-1 contained within the 'Major Shareholding Notification' portal on the Financial Conduct Authority’s Electronic Submission Service.
Further information on shareholders’ obligations under the UK transparency regime, including a link to the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules which set out the timelines within which notifications must be made, can be found on the Financial Conduct Authority’s website.
This information is provided for general guidance only. Shareholders are advised to seek their own professional advice on their individual notification requirements in accordance with law and regulation.
