REG - PPHE Hotel Grp Ltd - Strategic Review and commencement of FSP

PPHE HotelAnnouncement

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RNS Number : 4499I  PPHE Hotel Group Limited  21 November 2025

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON
WHICH ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

PPHE Hotel Group Ltd

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

Strategic Review and commencement of Formal Sale Process

The Board of PPHE (the "Board") announces that it is undertaking a strategic
review which will consider a range of potential options to maximise value for
all shareholders (the "Strategic Review").

As part of the Strategic Review, the Board will consider options including but
not limited to: a range of potential actions to improve shareholder value,
introducing growth capital into the Group or its portfolio, or a potential
sale of all or part of the issued share capital of the Group (which would be
conducted under the framework of a "Formal Sale Process").

The review will take into account the views of shareholders and other
stakeholders. Eli Papouchado and Boris Ivesha, who collectively own c.44% of
the voting rights of PPHE, are supportive of the Strategic Review.

The Company has appointed Rothschild & Co as its financial adviser
including in connection with the Strategic Review and Formal Sale Process.

Background on PPHE | International Hospitality Real Estate Company

PPHE Hotel Group (LSE: PPH) is an international hospitality real estate
company with a £2.2 billion portfolio* 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
holds a controlling ownership interest in Arena Hospitality Group ('AHG'),
whose shares are listed on the Prime market of the Zagreb Stock Exchange.

*In the event of a firm offer being announced for the Company, asset valuation
reports in accordance with Rule 29 of the Code will be published in due course
and by no later than publication of the scheme document or offer document

 

 

Formal Sale Process

The Takeover Panel has agreed that any discussions with third parties in
relation to an offer for the Company will take place within the context of a
"Formal Sale Process" (as referred to in Note 2 on Rule 2.6 of the Takeover
Code).

The Company is not in any active discussions with any potential offeror and is
not considered to be in receipt of an approach from any potential offeror as
at the date of this announcement.

As part of the Formal Sale Process, the Board invites expressions of interest
from interested parties regarding a potential transaction for the entire
issued ordinary share capital of the Company. The Formal Sale Process is being
managed by the Board, who are being advised by Rothschild & Co.

The Company intends to conduct a targeted process, focused on those parties
that understand and value the full potential of the Company. Parties
interested in participating in the Formal Sale Process should contact the
Group's financial adviser, Rothschild & Co, using the contact details
below.

Interested parties will be required to enter into a non-disclosure agreement
and standstill arrangement with the Company on terms satisfactory to the Board
and on the same terms, in all material respects, as other interested parties
before being permitted to participate in the Formal Sale Process. The Company
then intends to provide such interested parties with certain information on
its business, following which interested parties shall be invited to submit
their proposals to the Board. The Company will update the market in due course
regarding timings for the Formal Sale Process.

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party
participating in the Formal Sale Process will not be required to be publicly
identified as a result of this announcement and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it
is participating in the Formal Sale Process. Interested parties should note
Rule 21.2 of the Takeover Code, which will prohibit any form of inducement fee
or other offer-related arrangement, and that the Company, although it may do
so in the future, has not at this stage requested any dispensation from this
prohibition under Note 2 of Rule 21.2.

The Board reserves the right to alter any aspect of the process as outlined
above or to terminate the process at any time and in such cases will make an
announcement as appropriate. The Board also reserves the right to reject any
approach or terminate discussions with any interested party at any time.

Shareholders are advised that this announcement does not represent a firm
intention by any party to make an offer under Rule 2.7 of the Takeover Code
and there can be no certainty that any offers will be made as a result of the
Formal Sale Process, that any sale will be concluded, nor as to the terms on
which any offer may be made. Shareholders are advised to take no action at
this time.

Following the Company's announcement on 14 November 2025 (the "Prior
Announcement"), it continues to be in an 'offer period', and the attention of
shareholders is drawn to the consequences of this which are summarised in the
Prior Announcement and below in "Disclosure Requirements of the Code".

The person responsible for arranging the release of this announcement on
behalf of PPHE is Daniel Kos.

Further announcements will be made as appropriate.

Enquiries

 

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

 Greg Hegarty, Co-Chief Executive Officer

 Daniel Kos, Chief Financial Officer & Executive Director

 Robert Henke, Vice President Commercial Affairs
 Rothschild & Co (Financial Adviser to PPHE)                    +44 (0) 20 7280 5000

 Alex Midgen

 Sam Green
                                                                +44 (0) 20 7796 4133

 Hudson Sandler

 Wendy Baker / Nick Moore / India Laidlaw

 

Inside Information

The information contained within this announcement is deemed by PPHE to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

Notice related to financial adviser

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), 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 be responsible to anyone
other than PPHE for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.

 

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 10th
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, 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 purpose 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 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.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at https://www.pphe.com/investors/offer-period by no
later than 12 noon (London time) on the business day following the date of
this announcement. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.

 

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, PPHE confirms that as at the close of
business on 19 November 2025 its issued share capital consisted of 44,347,410
ordinary shares of no par value each (including 2,491,086 shares held in
treasury). The total number of voting rights in the Company is therefore
41,856,324. The International Securities Identification Number for PPHE Hotel
Group Limited ordinary shares is GG00B1Z5FH87.

 

Additional Information

 

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 other than the United Kingdom and the
availability of any offer to shareholders of PPHE who are not resident in the
United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of PPHE who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements.

 

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