REG - PPHE Hotel Grp Ltd - Result of Annual General Meeting
PPHE Hotel Group Limited
("PPHE Hotel Group" or the "Company")
Result of Annual General Meeting
PPHE Hotel Group confirms that at the Company's Annual General Meeting held at 12 noon on 15 May 2019, all of the resolutions were passed by means of a poll. The votes cast for resolutions 8 to 10 relating to the re-election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown below (independent shareholder votes cast being marked **).
Amongst other matters, shareholders approved the dividend payment of 19 pence per share. This will be paid on 20 May 2019 to all shareholders who were on the register on 26 April 2019.
The full text of each resolution was included in the Company's Notice of the Annual General Meeting posted to shareholders on 27 February 2019 and made available on the Company's website www.pphe.com. The following table shows the results of the votes cast.
Resolution
Total votes cast
For(*)
Against(*)
Withheld
Number
%
Number
%
Ordinary resolutions
1
To receive the Annual Report and Accounts
25,893,876
25,007,112
98.73
321,594
1.27
565,170
2
To declare a final dividend of 19 pence per ordinary share be authorised
25,893,876
25,893,876
100
0
0
0
3
To re-appoint Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as auditor of the Company
25,893,876
25,891,272
99.99
2,604
0.01
0
4
To authorise the Directors to determine the auditors' Remuneration
25,893,876
25,734,640
99.39
159,236
0.61
0
5
To re-appoint Eli Papouchado as a Director of the Company
25,893,876
23,532,369
93.92
1,524,148
6.08
837,359
6
To re-appoint Boris Ivesha, as a Director of the Company
25,893,876
24,436,384
94.37
1,457,492
5.63
0
7
To re-appoint Daniel Kos, as a Director of the Company
25,893,876
24,436,384
94.37
1,457,492
5.63
0
8
To re-appoint Kevin McAuliffe as a Director of the Company
25,893,876
23,569,039
91.02
2,324,837
8.98
0
7,519,059**
5,194,222**
69.08**
2,324,837**
30.92**
0**
9
To re-appoint Nigel Jones as a Director of the Company
25,893,876
23,569,039
93.05
1,759,667
6.95
565,170
7,519,059**
5,194,222**
74.70**
1,759,667**
25.30**
565,170**
10
To re-appoint Dawn Morgan as a Director of the Company
25,893,876
25,891,343
99.99
2,533
0.01
0
7,519,059**
7,516,526**
99.97**
2,533**
0.03**
0**
Special resolutions
11
Authority to purchase own shares
25,893,876
25,893,876
100
0
0
0
12
Authority for Directors to allot shares
25,893,876
24,456,251
94.45
1,437,500
5.55
125
13
General authority to disapply pre-emption rights
25,893,876
24,356,251
94.06
1,537,500
5.94
125
14
Additional authority to disapply pre-emption rights
25,893,876
24,356,376
94.06
1,537,500
5.94
0
15
Amendment to the Company's articles of incorporation
25,893,876
25,893,876
100
0
0
0
* Includes discretionary votes
** Votes cast by independent shareholders.
The Board is pleased with the support from shareholders for the majority of the resolutions but notes the significant minority votes (representing 30.92% and 25.30% of independent votes respectively), against resolutions 8 and 9: the re-appointments of Kevin McAuliffe and Nigel Jones. The Board is of the opinion that the votes against Mr McAuliffe and Mr Jones are likely to be due to the fact that each has served on the Board for more than 11 years. Nine or more years of service is regarded by the UK Corporate Governance Code (the Code) as a circumstance likely to impair (or which could appear to impair) a non-executive director's independence. This perceived independence issue may have also led to concerns regarding the composition of the audit and remuneration committees of the Board which should both be fully independent with at least two independent non-executive directors.
The Board gave careful consideration to the independence of Mr McAuliffe and Mr Jones when proposing them for re-election, including their tenure as directors, noting in particular the guidance set out in the Code. Notwithstanding this, the Board determined that both Mr McAuliffe and Mr Jones continue to be independent in character and judgment and both make important contributions to the functioning of the Board taking into account their wealth of experience.
As mentioned in the Annual Report and Accounts, it is the Board's current intention to increase the number of independent non-executive directors on the Board during the course of the 2019 financial year and the Company has been taking proactive steps to seek to identify suitable candidates. The Company will keep shareholders updated on further progress in this respect. Furthermore, as also announced in the Annual Report and Accounts, Kevin McAuliffe's membership of the Audit Committee came to an end at the Annual General Meeting. The Board takes the views of its shareholders seriously and the Company intends to engage with shareholders to better understand their concerns with a view to identifying how such concerns can be addressed. An update on the results of this engagement and the actions to be taken will be published in due course.
In accordance with the Listing Rules a copy of each of the resolutions passed at the Annual General Meeting has been forwarded to the UK Listing Authority and will shortly be available for inspection at the following location: www.morningstar.co.uk/uk/NSM.
Enquiries:
PPHE Hotel Group Limited Tel: +31 20 717 8600
Daniel Kos, Chief Financial Officer & Executive Director
Robert Henke, Executive Vice President of Corporate Affairs
Tulchan Communications Tel: +44 207 353 4200
David Allchurch/Jessica Reid
Notes to editors:
PPHE Hotel Group is an international hospitality real estate company, with a £1.6 billion portfolio of primarily prime freehold and long leasehold assets in Europe.
The Group's guiding principle is to generate attractive returns from operations and long‐term capital appreciation.
Through its subsidiaries, jointly controlled entities and associates it owns, co‐owns, develops, leases, operates and franchises hospitality real estate. Its primary focus is 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 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, the 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. This multi‐brand approach enables the Group to develop and operate properties across several segments of the hospitality market.
The Group is one of the largest owner/operators of hotels in central London and its property portfolio comprises of 38 hotels and resorts in operation, offering a total of approximately 8,800 rooms and 8 campsites, offering approximately 6,000 units. The Group's development pipeline includes two new hotels in London and one in New York City which are expected to add an additional 600 rooms by the end of 2022/2023.
PPHE Hotel Group is a Guernsey registered company and its shares are listed on the Premium Listing segment of the Main Market of the London Stock Exchange. PPHE Hotel Group also holds a controlling ownership interest (51.97% of the share capital) in Arena Hospitality Group, whose shares are listed on the Zagreb Stock Exchange.
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