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These materials are not an offer for sale of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be sold in the United States absent registration or an exemption from registration under the Securities Act.
HBX Group Prices its IPO at €11.50 per Share and will Start Trading on the Spanish Stock Exchanges on 13 February 2025
London, 10th of February, 2025– HBX Group International plc (“HBX Group” or the “Company”) , the leading independent B2B travel marketplace, announces today the pricing of the initial public offering of its ordinary shares (the “Offering” and the “Shares”, respectively) at €11.50 per Share (the “Offering Price”). The Shares will be admitted to trading on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (the “Admission” and the “Spanish Stock Exchanges”, respectively) on 12 February 2025 and are expected to start trading under the ticker symbol “HBX” through the Automated Quotation System (Mercado Continuo) on 13 February 2025.
- The Offering was priced at €11.50 per Share, in accordance with the indicative Offering Price announced by the Company on 7 February 2025, for a total Offering size of up to €860 million / 74,799,999 Shares, assuming the exercise in full of the Over-allotment Option of up to €112 million granted by Canada Pension Plan Investment Board and vehicles controlled by funds managed or advised by Cinven and EQT (the “Selling Shareholders”) to BofA Securities Europe SA, as stabilising manager for the Offering (the “Stabilising Manager”).
- The Offering was multiple times oversubscribed across the Offering Price Range, outlining strong demand from international and domestic institutional investors.
- The pricing at €11.50 per Share implies a market capitalisation of the Company upon Admission of €2.84 billion.
- Post Offering, assuming the exercise in full of the Over-allotment Option, the Selling Shareholders, will retain 63.72% of the share capital of the Company.
The primary component of the Offering consisted of 63,043,478 new Shares (the “New Offer Shares”), resulting in approximately €725 million in primary gross proceeds for the Company. As announced, the Company will use the net proceeds to settle the deferred sale consideration due in respect of the sell-down of shares in the group of members of the Group’s Executive Committee, certain directors and employees and other non-institutional shareholders (mainly, former managers and employees) net of reinvestments, pay the cash outflows linked to Admission, which mainly derive from payments under certain incentive plans and fees associated with the Offering and pay the amounts due in the context of a refinancing of the Group’s debt facilities, including related costs and accrued interest.
In addition to the New Offer Shares, 2,000,000 existing Shares (the “Existing Offer Shares” and together with the New Offer Shares, the “Initial Offer Shares”) have been placed by the Selling Shareholders, to obtain total gross proceeds of €23 million. The Over-allotment Option of up to 15% of the Initial Offer Shares, in an amount of up to €112 million, granted by the Selling Shareholders, may be exercised by the Stabilising Manager, on behalf of the Managers, until 14 March 2025.
The Company, the Selling Shareholders and Kuoni und Hugentobler-Stiftung (the “Foundation”) have agreed to certain lock-up arrangements with the Managers during a period from the date hereof to and including 180 calendar days from Admission. Certain directors, certain members of the Executive Committee and two senior employees of the Group (including those reinvesting in the Group) have also agreed to certain lock-up restrictions during a period from the date hereof to and including 360 days after Admission, as further detailed in the Prospectus prepared in connection with the Offering, which was approved by, and registered with, the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, the “CNMV”) on 30 January 2025 (the “Prospectus”).
Key Offering Data
| Listing venue |
Spanish Stock Exchanges |
| Ticker |
HBX |
| ISIN |
GB00BNXJB679 |
| Offering Price |
€ 11.50 per Share |
| Offering Size |
€725 million / 63,043,478 New Offer Shares
€23 million / 2,000,000 Existing Offer Shares |
Over-allotment Option (granted by
the Selling Shareholders) |
Up to €112 million / up to 9,756,521 Shares (15% of the Initial Offer Shares) |
| Maximum Offer Size (incl. Over-allotment Option) |
Up to €860 million / up to 74,799,999 Shares |
Expected Offering Timetable
| Allocations of Offer Shares |
11th of February 2025 |
| Admission |
12th of February 2025 |
| Start of Trading |
13th of February 2025 |
| Settlement Date |
13th of February 2025 |
| End of Stabilisation Period and the Over-allotment Option |
14th of March 2025 |
Morgan Stanley Europe SE, BofA Securities Europe SA and Citigroup Global Markets Limited are acting as Joint Global Coordinators for the Offering (together the “Joint Global Coordinators”). Banco Santander, S.A., Barclays Bank Ireland PLC, BNP PARIBAS, Deutsche Bank Aktiengesellschaft and UBS AG London Branch are acting as Joint Bookrunners (together the “Joint Bookrunners”). Alantra Capital Markets, S.V., S.A. and Banco Bilbao Vizcaya Argentaria, S.A. are acting as Co-lead Managers (the “Co-lead Managers” and together with the Joint Global Coordinators and the Joint Bookrunners, the “Managers”). Evercore Partners International LLP is acting as sole independent financial adviser to the Company, and Banco Santander, S.A. as the agent bank in the context of the Offering. Freshfields PartG mbB and Freshfields LLP are acting as legal counsels for the Company and Uría Menéndez Abogados, S.L.P., Davis Polk & Wardwell London LLP and Davis Polk & Wardwell LLP are acting as the legal counsels for the Managers.
Further details regarding the Offering are included in the Prospectus, the other relevant information notice (comunicación de otra información relevante) and the inside information notice (comunicación de información privilegiada) published on the CNMV’s and the Group’s respective websites on 7 February 2025 and today, respectively (the “Information Notices”). The Prospectus (taken together with the Information Notices) includes full details on the Offering and its expected timetable, and has been published and made available on the Company’s website at www.investors.hbxgroup.com and on the CNMV’s website (www.cnmv.es).
A major global B2B TravelTech company
The Group was created under the ownership of the Barceló Group and has grown to become the leading independent B2B Travel Marketplace in terms of TTV, bringing simplicity to the travel world by enabling crucial connectivity between travel suppliers and B2C travel distributors in a highly fragmented and complex market comprising accommodation and highly complementary travel products. It operates across more than 170 countries with and offers a curated portfolio of more than 250,000 hotels and a wide range of highly complementary travel products, such as transfers, car rentals and travel experiences to a broad base of high quality B2C travel distributors. Through its proprietary 100% cloud-native travel tech platform, the Group acts as a crucial link in the global travel ecosystem between travel suppliers, on the one side, and B2C travel distributors, on the other, where both sides lack the necessary resources and capabilities to interact efficiently and to achieve global reach.
For further information on the Company, for those legally permitted, please visit the press releases on the Company’s website at www.investors.hbxgroup.com.
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About HBX Group
HBX Group is a leading independent B2B travel technology marketplace that owns and operates Hotelbeds, Bedsonline and Roiback. We offer a network of interconnected travel tech products and services to partners such as Online Marketplaces, tour operators, travel advisors, airlines, loyalty programs, destinations and travel suppliers.
Our vision is to simplify the complex and fragmented travel industry through a combination of cloud-based technology solutions, curated data, and an extensive portfolio of products designed to maximise revenue. HBX Group is present in 170 countries and employs more than 3600 people around the globe. We are committed to making travel a force for good, creating a positive social and environmental impact.
More information:
www.hbxgroup.com
HBX Group Media Contact
hbx@brunswickgroup.com
Blanca Zayas – Head of Corporate Communications
bzayas@hbxgroup.com
M. +34 670 28 46 56
Investor Relations Contact
investorrelations@hbxgroup.com
Isabel Green – Investor Relations Director
igreen@hbxgroup.com
M. +44 7826 910691
Follow us: LinkedIn, Facebook, X, Instagram.
IMPORTANT INFORMATION
The contents of this announcement have been prepared by and are the sole responsibility of HBX Group.
The information contained in this announcement does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement.
This announcement is neither a prospectus nor a prospectus-equivalent document nor an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession 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 securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States.
The offer and sale of the Shares in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event of a violation by any person of such restrictions.
In the United Kingdom, this communication is directed only at “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or who are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order or (ii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.
Within the European Economic Area, this communication is addressed only to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council, of 14 June, on the Prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”).
This announcement and its contents must not be acted on or relied upon in the United Kingdom or in any member state of the European Economic Area by persons who are not “qualified investors”. The communication of this announcement in the United Kingdom or in any member state of the European Economic Area to persons who are not “qualified investors” is unauthorised and may contravene applicable law.
This announcement is an advertisement for the purposes of article 22 of the Prospectus Regulation and does not constitute a prospectus for the purposes of the Prospectus Regulation. Investors should not purchase (or subscribe for) any Shares referred to in this announcement except on the basis of information in the Prospectus approved by, and registered with, the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores). The information and opinions in this announcement are not based upon a consideration of any particular investment objectives, financial situation or needs. Readers may wish to seek independent and professional advice and conduct their own independent investigation and analysis of the information contained in this announcement and of the business, operations, financial condition, prospects, status and affairs of the Company.
The Offering and/or the Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and that the Admission will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering and the Admission at this stage.
This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “may”, “could”, “will”, “would”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “guidance”, “project”, “pipeline”, “future”, “potential”, “believe”, “seek”, “plan”, “aim”, “expect”, “objective”, “goal”, “project”, “strategy”, “target” and “continue” as well as their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company’s objectives and intentions, beliefs or current expectations concerning, among other things, the Company’s financial performance, prospects and growth.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions and other factors that could cause the Group’s actual results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies, plans or opportunities, as well as those of the markets the Group serves or intends to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. You are hereby cautioned that forward-looking statements are not guarantees of future performance and that the Company’s actual financial condition, results of operations and cash flows may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company’s financial condition, results of operations and cash flows are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of the Company’s results or developments in subsequent periods and may be impacted by important factors. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to publicly update or revise any such forward-looking statements.
The Prospectus is available to investors on the website of the CNMV (www.cnmv.es) and of the Company at www.investors.hbxgroup.com. The approval of the Prospectus should not be understood as an endorsement of the Shares by the CNMV. Investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Shares.
In connection with the Offering, the Managers and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by the Managers and any of their respective affiliates acting in such capacity. In addition, the Managers and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of the Managers nor 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 obligations to do so.
Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you. None of the Managers nor any of their respective affiliates and/or any of their or their affiliates’ directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Each of the Managers will be acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. The Managers will not regard any other person as their client in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Information to distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EC 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 in Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”, together with the MiFID II Product Governance Requirements, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of qualified investors, as defined in MiFID II; (ii) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook (“COBS”) and (iii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of qualified investors. 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 Shares in the Offering. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares in the Offering (by either adopting the Target Market Assessment or redefining it under the MiFID II Product Governance Requirements) and determining appropriate distribution channels.
1 In this announcement, references to HBX Group or the Group are to (i) HBG Limited and its consolidated subsidiaries for any period prior to the implementation of the corporate reorganisation pursuant to which the Group will become the parent company of HBX Group after registration of the Prospectus, and prior to Admission and (ii) HBX Group International plc and its consolidated subsidiaries for any period following the implementation of such corporate reorganisation.