REG - PPHE Hotel Grp Ltd - Result of AGM

PPHE HotelAnnouncement

21/05/2025 18:00

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RNS Number : 6745J  PPHE Hotel Group Limited  21 May 2025

21 May 2025

 

 

 

 

 

 

 

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 on
21 May 2025 at 12 noon, all of the resolutions were decided on a poll and all
resolutions proposed at the Annual General Meeting were passed save for
Resolution 19, the approval of the Rule 9 Waiver granted by the Takeover
Panel.  Resolutions 10 to 13 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 ***).

 

The full text of each resolution was included in the Company's Notice of
Annual General Meeting (dated 27 March 2025) that was posted or e-mailed to
shareholders and also made available on the Company's website www.pphe.com
(http://www.pphe.com) . The following table shows the results of the votes
cast.

 

 Resolution                                                                             Total votes cast (excluding withheld)  For (*)              Against (*)        Withheld (**)
         Number                                                                         %                                                  Number   %
 Ordinary resolutions
 1.      To receive the Annual Report and Accounts                                      30,310,214                             30,310,214  100.00%  0          0.00%   46
 2.      To approve a final dividend of 21 pence per ordinary share for the year ended  30,310,214                             30,310,053  99.99%   161        0.00%   46
         31 December 2024
 3.      To approve the Company's Remuneration Report (advisory vote)                   30,310,214                             27,712,024  91.43%   2,598,190  8.57%   46
 4.      To approve the Company's Remuneration Policy (advisory vote)                   30,309,464                             26,925,107  88.83%   3,384,357  11.17%  796
 5.      To reappoint Brightman Almagor Zohar                                           30,310,214                             30,309,264  100.00%  950        0.00%   46

         & Co, a firm in the Deloitte Global Network, as auditors of the Company
 6.      To authorise the Directors to determine the auditors' remuneration             30,310,214                             30,287,434  99.92%   22,780     0.08%   46
 7.      To re-elect Boris Ivesha (President & Chief Executive Officer)                 30,089,493                             29,924,390  99.45%   165,103    0.55%   220,766
 8.      To re-elect Greg Hegarty (Co-Chief Executive Officer)                          30,310,214                             30,264,327  99.85%   45,887     0.15%   46
 9.      To re-elect Daniel Kos (Chief Financial Officer & Executive Director)          30,310,214                             30,254,199  99.82%   56,015     0.18%   46
 10.     To re-elect Marcia Bakker (Non-Executive Director)                             30,310,214                             29,704,211  98.00%   606,003    2.00%   46
         ***11,935,784                                                                                                         11,329,781  94.92%   606,003    5.08%   46
 11.     To re-elect Kenneth Bradley (Non-Executive Chairman)                           30,089,494                             28,145,168  93.54%   1,944,326  6.46%   220,766
         ***11,715,064                                                                                                         9,770,738   83.40%   1,944,326  16.60%  220,766
 12.     To re-elect Stephanie Coxon (Non-Executive Director)                           30,310,214                             29,703,120  98.00%   607,094    2.00%   46
         ***11,935,784                                                                                                         11,328,690  94.91%   607,094    5.09%   46
 13.     To re-elect Nigel Keen (Non-Executive Director & Senior Independent            30,310,214                             28,523,638  94.11%   1,786,576  5.89%   46
         Director)
         ***11,935,784                                                                                                         10,149,208  85.03%   1,786,576  14.97%   46
 14.     To elect Roni Hirsh (Non-Executive Director)                                   30,310,213                             29,950,687  98.81%   359,526    1.19%   46
 19.     To approve a waiver of Rule 9 of the Takeover Code                             ***11,935,783                          2,493,467   20.89%   9,442,316  79.11%  46
 Extraordinary resolutions
 15.     To approve an authority for Directors to allot shares                          30,310,214                             26,449,612  87.26%   3,860,602  12.74%  46
 Special resolutions
 16.     To approve a general authority to disapply pre-emption rights                  30,310,214                             26,488,941  87.39%   3,821,273  12.61%  46
 17.     To approve a specific authority to disapply pre-emption rights                 30,310,214                             26,478,020  87.36%   3,832,194  12.64%  46
 18.     To approve an authority to purchase own shares                                 30,310,214                             22,994,605  75.86%   7,315,609  24.14%  46

 

 

The Board notes that Resolution 19, the approval of the Rule 9 Waiver granted
by the Takeover Panel, did not pass with 79.11% of votes cast against the
Resolution. The Board also notes the significant opposition to the Special
Resolution 18, the approval of the Company's authority to make market
acquisitions of the ordinary shares of the Company on such terms as the
Directors determine. The Board believe that share buybacks represent an
attractive means of returning capital to shareholders and as such they have
formed a core component of the Group's capital allocation framework in recent
years. However, the Board recognises, and acknowledges, shareholder concerns
around the use of Rule 9 waivers in the context of potential share buybacks.
In light of the vote against the Rule 9 Waiver, the Board will evaluate other
means of returning capital to shareholders. The Board will continue to
actively engage with shareholders to understand the reasons behind the
significant opposition to Resolutions 18 and 19 and pursuant to the UK
Corporate Governance Code, we will publish an update within six months of the
2025 AGM.

 

 

*Includes discretionary votes

**A vote "Withheld" is not a vote in law and is therefore not counted towards
the proportion of votes "For" or "Against" the resolution

*** Votes cast by independent shareholders

 

In accordance with the Listing Rules a copy of each of the resolutions in
respect of special business of the Company passed at the Annual General
Meeting has been forwarded to the Financial Conduct Authority and will shortly
be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

 

Enquiries:

 

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

 Daniel Kos, Chief Financial Officer & Executive Director
 h2Radnor                                                       Tel: +44 (0) 203 897 183 (tel:+44%20(0)203%20897%201832) 0

 Iain Daly / Joshua Cryer
 Hudson Sandler                                                 Tel: +44 (0)20 7796 4133

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

 

 

Notes to Editors

 

PPHE Hotel Group is an international hospitality real estate company, with a
£2.2 billion portfolio, valued as at December 2024 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(1) 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 ('AHG'), 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.radissonhotels.com
(http://www.radissonhotels.com) | www.arenahotels.com
(http://www.arenahotels.com) | www.arenacampsites.com
(http://www.arenacampsites.com)

 

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