REG - PPHE Hotel Grp Ltd - Proposed Rule 9 Waiver and Notice of EGM

PPHE HotelAnnouncement

07/02/2024 07:00

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RNS Number : 2339C  PPHE Hotel Group Limited  07 February 2024

 

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 (http://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
(https://data.fca.org.uk/%23/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 (https://www.pphe.com/) | Arena Hospitality
(https://www.arenahospitalitygroup.com/) Group
(https://www.arenahospitalitygroup.com/)

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