7 February
2024
PPHE Hotel Group
Limited
("PPHE Hotel Group",
the "Company" or the
"Group")
Proposed Rule 9 Waiver and
Notice of Extraordinary General Meeting
PPHE Hotel Group, the international
hospitality real estate group which develops, owns and operates
hotels and resorts, announces today that the Company will be
holding an Extraordinary General Meeting at The Farmhouse Hotel,
Route Des Bas Courtils, St Saviours, Guernsey, GY7 9YF at 12 noon
on 28 February 2024 (the "EGM"), notice of which is contained in
a circular (the "Circular")
which will shortly be available on the Company's website
at www.pphe.com.
The resolution to be proposed at the
EGM (the "Rule 9 Waiver
Resolution") seeks approval of a waiver of the mandatory
offer provisions set out in Rule 9 of the Takeover Code to be put
to Independent Shareholders (being shareholders other than those
who are members of the concert party
comprising the Company's Non-Executive Chairman, Eli Papouchado,
and President and Chief Executive Officer, Boris Ivesha, and
parties acting in concert with them (the "Concert Party")) via a poll.
This resolution is required in
order to give the Board the flexibility to
act on Resolution 16 approved at the
Company's Annual General Meeting held on 23 May 2023, which
authorises the Company to make market purchases of up to 4,235,876
Ordinary Shares of nil par value (the
"Share Buy-Back
Authority"). The Directors will only exercise the power of
purchase after careful consideration and in circumstances where
they are satisfied, that to do so would result in an increase in
earnings per share and would be in the best interests of the
Company and of its Shareholders generally. The Directors intend to
keep under review the potential to purchase Ordinary
Shares.
The Share Buy-Back Authority
(subject to prevailing conditions at such
time) offers the Company the ability to make market purchases at a
price or prices that the Company believes will be value enhancing
to shareholders.
Given that the Concert Party,
currently holds 43.43 per cent. of the Company's issued share
capital, any increase in its percentage holding resulting from the
Company implementing the Share Buy-Back Authority would trigger a
mandatory requirement to make an offer for all of the Ordinary
Shares (excluding treasury shares) unless the Takeover Panel waives
such requirement. As is customary, the Takeover Panel will only
grant such a waiver if (amongst other things) the Rule 9 Waiver
Resolution has been passed. If the Company were to repurchase from
persons other than members of the Concert Party, the maximum number
of Ordinary Shares pursuant to the Share Buy-Back Authority, the
Concert Party's interest in Ordinary Shares would (assuming no
other allotments of Ordinary Shares) increase to 48.25 per cent. of
the issued share capital of the Company. The purpose of the EGM
Notice is to provide you with an explanation of the Rule 9 Waiver
Resolution and to give you the information required under the
Takeover Code.
The Independent Directors, who have
been so advised by Jefferies and Investec, consider the Rule 9
Waiver Resolution and the Share Buy-Back Authority, including the
maximum controlling position which it will create and the effect
which this will have on shareholders generally, to be fair and
reasonable and to be in the best interests of the Independent
Shareholders and the Company as a whole. In providing its advice to
the Independent Directors, Jefferies and Investec have taken
account of the Independent Directors' commercial
assessments.
The voting result of the resolution
put before the EGM will be announced to the market following the
EGM.
Pursuant to UK Listing Rule 9.6.1, the EGM Notice shall be submitted to, and will be shortly available for inspection on, the National Storage Mechanism
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and will be posted on the Company's
website.
A further announcement will be made
regarding any decision to implement the Share Buy-Back Authority at
the relevant time.
Further details of the proposed
resolution which will be put to Independent Shareholders at the EGM
are set out in the Circular.
Terms used but not defined in this
announcement shall have the meaning given to them in the
Circular.
The
EGM
The Circular containing a notice
convening the EGM, will be posted to shareholders and a copy made
available on the Company's website later today. The Rule 9
Waiver Resolution is to be proposed as an ordinary resolution,
requiring a simple majority of the Independent Shareholders present
in person or by proxy to vote in favour in order for it to be
passed.
Enquiries:
PPHE Hotel Group Limited
|
|
Daniel Kos, Chief Financial Officer
& Executive Director
|
Tel: +31 (0)20 717 8600
|
Inbar Zilberman, Chief Corporate
& Legal Officer
|
|
Robert Henke, Executive Vice
President of Commercial Affairs
|
|
Notes to Editors
PPHE Hotel Group is an international
hospitality real estate company, with a £2.0
billion portfolio, valued as at December 2022 by Savills
and Zagreb nekretnine Ltd (ZANE), of primarily prime
freehold and long leasehold assets in Europe.
Through its subsidiaries, jointly
controlled entities and associates it owns, co-owns, develops,
leases, operates and franchises hospitality real estate. Its
portfolio includes full-service upscale, upper upscale and
lifestyle hotels in major gateway cities and regional centres, as
well as hotel, resort and campsite properties in select resort
destinations. The Group's strategy is to grow its portfolio of core
upper upscale city centre hotels, leisure and outdoor hospitality
and hospitality management platform.
PPHE Hotel Group benefits from
having an exclusive and perpetual licence from the Radisson Hotel
Group, one of the world's largest hotel groups, to develop and
operate Park Plaza® branded hotels and resorts in Europe,
the Middle East and Africa. In addition, PPHE Hotel
Group wholly owns, and operates under, the art'otel® brand and its
Croatian subsidiary owns, and operates under, the Arena Hotels
& Apartments® and Arena Campsites® brands.
PPHE Hotel Group is
a Guernsey registered company with shares listed on the
London Stock Exchange. PPHE Hotel Group also holds a controlling
ownership interest in Arena Hospitality Group, whose shares are
listed on the Prime market of the Zagreb Stock Exchange.
Company websites: PPHE Hotel
Group |
Arena Hospitality
Group