REG - PPHE Hotel Grp Ltd - Form 8 (Opening Position Disclosure)

PPHE HotelAnnouncement

28/11/2025 14:00

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RNS Number : 4966J  PPHE Hotel Group Limited  28 November 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     PPHE Hotel Group Limited
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  PPHE Hotel Group Limited
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         27 November 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares with no par value

                                                                      Interests             Short positions

                                                                      Number     %          Number     %
 (1) Relevant securities owned and/or controlled:                     Nil        0          Nil        0
 (2) Cash-settled derivatives:                                        Nil        0          Nil        0

 (3) Stock-settled derivatives (including options) and agreements to  Nil        0          Nil        0
 purchase/sell:
                                                                      Nil        0          Nil        0

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (A)  Interests in ordinary shares of PPHE Hotel Group Limited held by the
 directors of PPHE Hotel Group Limited and their close relatives and related
 trusts

Name           Number of Ordinary Shares  Percentage of PPHE Hotel Group Limited's existing issued share capital
                      (excluding shares held in treasury)
 Boris Ivesha*  4,636,974                  11.08%
 Daniel Kos     47,170                     0.11%
 Roni Hirsch*   322,000                    0.77%
 Marcia Bakker  2,000                      0.00%

 

 (B)  Interests in ordinary shares of PPHE Hotel Group Limited held by person
 acting in concert with Boris Ivesha

Name                 Number of Ordinary Shares  Percentage of PPHE Hotel Group Limited's existing issued share capital
                         (excluding shares held in treasury)
 Mr. Eli Papouchado*  13,760,260                 32.82%

 

 *Mr. Papouchado, as well as Euro Plaza Holding B.V. and other entitles
 ultimately controlled by Mr Papouchado (together, the Red Sea Parties) is
 acting in concert with Mr. Ivesha. Pursuant to a Shareholders Agreement, for
 so long as the combined interests of Mr Ivesha and the Red Sea Parties in PPHE
 are not less than 30% and the Red Sea Parties' interest in PHHE is at least
 20% of the total number of PPHE shares then in issue, all PPHE shares held by
 Mr Ivesha shall be voted in the same manner as those shares held and voted by
 the Red Sea Parties.

 Mr. Papouchado currently has one nominee appointed to the Board of PPHE, which
 is Mr. Roni Hirsch at this moment in time.

 (C)  Interests in ordinary shares of PPHE Hotel Group Limited held as awards
 by directors of PPHE Hotel Group Limited in PPHE Hotel Group Limited ordinary
 shares

 Greg Hegarty

Scheme Name                                                        Grant date     Number of PPHE Hotel Group Limited ordinary shares in respect of which the  Exercise Price  Vesting Date                                                            Lapsing Date
                                          awards granted
 C-Suite Annual Bonus Plan                                          1 March 2024   12,000                                                                      Nil             12,000 fully vested                                                     1 March 2034

 PPHE Executive Incentive Plan 2020- part of annual bonus for 2022  June 2022      22,000                                                                      Nil             22,000 fully vested in 1 January 2025*                                  June 2032

                                                                                        *Or such later date as the remuneration committee determines that the
                                                                                        performance targets have been satisfied.
 PPHE Executive Incentive Plan 2020- part of annual bonus for 2022  June 2022      23,000                                                                      Nil             23,000 fully vested in January 2022                                     June 2032
 PPHE Executive Incentive Plan 2020- salary sacrifice options       November 2020  4,308                                                                       Nil             4,308 fully vested in November 2020                                     November 2030

 

 * Award is subject to performance metrics based on Total Shareholder Return
 (TSR) and adjusted EPRA earnings per share.

 

 

(B)  Interests in ordinary shares of PPHE Hotel Group Limited held by person
acting in concert with Boris Ivesha

 

 Name                 Number of Ordinary Shares  Percentage of PPHE Hotel Group Limited's existing issued share capital
                                                 (excluding shares held in treasury)
 Mr. Eli Papouchado*  13,760,260                 32.82%

 

*Mr. Papouchado, as well as Euro Plaza Holding B.V. and other entitles
ultimately controlled by Mr Papouchado (together, the Red Sea Parties) is
acting in concert with Mr. Ivesha. Pursuant to a Shareholders Agreement, for
so long as the combined interests of Mr Ivesha and the Red Sea Parties in PPHE
are not less than 30% and the Red Sea Parties' interest in PHHE is at least
20% of the total number of PPHE shares then in issue, all PPHE shares held by
Mr Ivesha shall be voted in the same manner as those shares held and voted by
the Red Sea Parties.

Mr. Papouchado currently has one nominee appointed to the Board of PPHE, which
is Mr. Roni Hirsch at this moment in time.

 

 

(C)  Interests in ordinary shares of PPHE Hotel Group Limited held as awards
by directors of PPHE Hotel Group Limited in PPHE Hotel Group Limited ordinary
shares

 

Greg Hegarty

 

 Scheme Name                                                        Grant date     Number of PPHE Hotel Group Limited ordinary shares in respect of which the  Exercise Price  Vesting Date                                                            Lapsing Date
                                                                                   awards granted
 C-Suite Annual Bonus Plan                                          1 March 2024   12,000                                                                      Nil             12,000 fully vested                                                     1 March 2034

 PPHE Executive Incentive Plan 2020- part of annual bonus for 2022  June 2022      22,000                                                                      Nil             22,000 fully vested in 1 January 2025*                                  June 2032

                                                                                                                                                                               *Or such later date as the remuneration committee determines that the
                                                                                                                                                                               performance targets have been satisfied.
 PPHE Executive Incentive Plan 2020- part of annual bonus for 2022  June 2022      23,000                                                                      Nil             23,000 fully vested in January 2022                                     June 2032
 PPHE Executive Incentive Plan 2020- salary sacrifice options       November 2020  4,308                                                                       Nil             4,308 fully vested in November 2020                                     November 2030

 

* Award is subject to performance metrics based on Total Shareholder Return
(TSR) and adjusted EPRA earnings per share.

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  28 November 2025
 Contact name:        Inbar Zilberman Group Chief Corporate and Legal Officer
 Telephone number:    +44 207 034 4800

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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