REG - PPHE Hotel Grp Ltd - Posting of AGM Notice & Proposed Rule 9 Wavier

PPHE HotelAnnouncement

13/03/2024 07:00

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RNS Number : 6023G  PPHE Hotel Group Limited  13 March 2024

13 March 2024

 

PPHE Hotel Group Limited

("PPHE Hotel Group", the "Company" or the "Group")

 

Announcement of Posting of AGM Notice and Proposed Rule 9 Waiver

 

PPHE Hotel Group, the international hospitality real estate group which
develops, owns and operates hotels and resorts, announces today that the
circular including notice of its Annual General Meeting ("AGM") (the "AGM
Notice") will be published and posted to Shareholders today. The AGM will take
place on 22 May 2024 at 12 noon at The Farmhouse Hotel, Route des Bas
Courtils, St Saviours, Guernsey, GY7 9YF.

 

The AGM Notice will also be available today on the Company's website at
www.pphe.com (http://www.pphe.com) . In accordance with UK Listing Rules 9.6.1
and 9.6.3, the AGM Notice will today be submitted to the Financial Conduct
Authority via the National Storage Mechanism and will shortly be available
for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Proposed Rule 9 Waiver

 

One resolution to be proposed at the AGM (Resolution 18 of the AGM Notice, 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 17 of the AGM Notice should it be approved at the AGM, which
proposes to authorise the Company to make market purchases of up to 2,118,165
Ordinary Shares of nil par value (the "Share Buy-Back Authority").  Should
Resolution 17 of the AGM Notice be approved, 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)
would offer 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 (if approved) 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 proposed Share
Buy-Back Authority, the Concert Party's interest in Ordinary Shares would
(assuming no other allotments of Ordinary Shares) increase to 45.71 per cent.
of the issued share capital of the Company.

 

One of the purposes of the AGM Notice is to provide Shareholders with an
explanation of the Rule 9 Waiver Resolution and to give Shareholders 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 results of all the resolutions put before the AGM including the
Share Buy-Back Authority and the Rule 9 Waiver Resolution will be announced to
the market following the AGM.

 

A further announcement will be made regarding any decision to implement the
Share Buy-Back Authority at the relevant time.

 

Further details of the Rule 9 Waiver Resolution which will be put to
Independent Shareholders at the AGM are set out in the AGM Notice.

 

Terms used but not defined in this announcement shall have the meaning given
to them in the AGM Notice.

 

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.

 

- Ends -

 

Enquiries:

 

 PPHE Hotel Group Limited                                      Tel: +31 (0)20 717 8600
 Daniel Kos, Chief Financial Officer & Executive Director
 Robert Henke, Executive Vice President of Commercial Affairs
 Hudson Sandler                                                Tel: +44 (0)20 7796 4133
 Wendy Baker / Charlotte Cobb / India Laidlaw                  pphe@hudsonsandler.com (mailto:pphe@hudsonsandler.com)

 

 

Notes to Editors:

 

PPHE Hotel Group is an international hospitality real estate company, with a
£2.2 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: www.pphe.com (http://www.pphe.com/)
 | www.arenahospitalitygroup.com (http://www.arenahospitalitygroup.com/)

 

For reservations:

www.parkplaza.com (http://www.parkplaza.com/)  | www.artotel.com
(http://www.artotel.com/)  | www.arenahotels.com
(http://www.arenahotels.com/)  | www.arenacampsites.com
(http://www.arenacampsites.com/)

 

 

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