REG - PPHE Hotel Grp Ltd - Response to announcement

PPHE HotelAnnouncement

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RNS Number : 6493H  PPHE Hotel Group Limited  14 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON
WHICH ANY OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

 

14 November 2025

PPHE Hotel Group Limited

Response to announcement by Eli Papouchado and Boris Ivesha (the
"Shareholders")

PPHE Hotel Group Limited ("PPHE" or the "Company") notes the announcement by
the Shareholders in response to media speculation regarding their intention to
hold a small handful of meetings with potential investors in relation to a
range of potential options.

PPHE confirms that it is not in receipt of any offer, and there can be no
certainty that any such offer will be made.

As noted in the announcement made by the Shareholders, as a consequence of
that announcement, PPHE is now considered to be in an "offer period" as
defined in the Code, and the attention of shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised below.

 

Enquiries:

 

PPHE Hotel Group
Limited
                Tel: +31 (0)20 717 8600

Greg Hegarty, Co-Chief Executive Officer

Daniel Kos, Chief Financial Officer & Executive Director

Robert Henke, Vice President Commercial Affairs

 

Jefferies International
Limited
                Tel: +44 (0)20 7029 8000

Philip Noblet / Harry Le May / James Liddy

 

J.P. Morgan Cazenove
 
Tel: +44 (0)20 3493 8000

Yoni Hornik / John Ulrich / Saul Leisegang

 

 

 

h2Radnor
Tel: +44 (0)20 3897 1830

Iain Daly / Joshua Cryer

 

Hudson
Sandler
Tel: +44 (0)20 7796 4133

Wendy Baker / Nick Moore / India
Laidlaw                           Email:
pphe@hudsonsandler.com (mailto:pphe@hudsonsandler.com)

 

 

 

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the
10(th) business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing. If two
or more persons act together pursuant to an agreement or understanding whether
formal or informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will be deemed to
be a single person for the purposes of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in
any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

 

Additional Information

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for PPHE and for no-one else in connection with the subject matter
of this Announcement and will not regard any other person as its client in
relation to the matters in this Announcement and will not be responsible to
any person other than PPHE, for providing the protections afforded to clients
of Jefferies, or for providing advice in relation to the possible offer or any
other matter referred to herein. Neither Jefferies, nor any of its
subsidiaries or affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Jefferies in
connection with this announcement, any statement contained herein or
otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in
the United Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated by the PRA and the Financial Conduct Authority,  is acting as
financial adviser exclusively for PPHE and no one else in connection with the
matters set out in this announcement and will not regard any other person as
its client in relation to the with the matters set out in this announcement
and will not be responsible to anyone other than PPHE for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the with the matters set out in this
announcement.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of the announcement by the
Shareholders and this announcement will be made available on PPHE's website
www.pphe.com no later than 12 noon (London time) on 17 November 2025.

For the avoidance of doubt, the contents of the websites referred to above is
not incorporated into and does not form part of this announcement.

Rule 2.9 information

Pursuant to Rule 2.9 of the Code, PPHE confirms that there are 44,347,410
ordinary shares of no par value each ("Shares") in issue (including 2,491,086
Shares held in treasury)  with International Securities Identification Number
GG00B1Z5FH87.

 

 

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