Update to the 2022 AGM
("PPHE Hotel Group", the "Company" or the "Group")
(Incorporated and registered in Guernsey with company registration number 47131)
Rule 9 Waiver for AGM Buyback Authority
PPHE Hotel Group, the international hospitality real estate group which develops, owns and operates hotels and resorts, announced on 1 March 2022, the details of the Annual General Meeting (the "AGM Notice") to be held on 17 May 2022 at 12 noon at 1st Floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW (the "AGM").
AGM Update / Notice of Additional Resolution
The Company confirms that it is today distributing a supplement to the AGM Notice (the "Supplemental AGM Notice").
The Supplemental AGM Notice contains notice of an additional resolution (the "Rule 9 Waiver Resolution") to be proposed at the AGM, pursuant to which, the Company is seeking approval of a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code to be put to Independent Shareholders (as defined in the Supplemental AGM Notice) at the AGM.
This additional resolution is required in order to give the Board the flexibility to act on the Company's annual resolution contained in the AGM Notice authorising the Company to purchase up to 10 per cent. of the Ordinary Shares in issue (excluding treasury shares) (the "Share Buy-Back Authority").
Were the Share Buy-Back Authority to be implemented and subject to prevailing conditions at such time, it 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, particularly considering the substantial discount of the Company's share price to its net asset value and notwithstanding improving market conditions following the Pandemic and strategic progress made during the last couple of years.
Given that the Concert Party (as defined in the AGM Notice), currently holds 43.24 per cent. of the Company's issued share capital, any increase in its percentage holding resulting from the Company implementing the Share Buy-Buy 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 Party, the Concert Party's interest in Ordinary Shares would (assuming no other allotments of Ordinary Shares) increase to 48.04 per cent. of the issued share capital of the Company. The purpose of the Supplemental AGM 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 (as defined in the AGM Notice), who have been so advised by Jefferies, 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 (as defined in the AGM Notice) and the Company as a whole. In providing its advice to the Independent Directors, Jefferies has taken account of the Independent Directors' commercial assessments.
The voting results of all resolutions put before the AGM will be announced to the market following the AGM.
Pursuant to UK Listing Rule 9.6.1, the Supplemental AGM 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 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.
Boris Ivesha, President and Chief Executive Officer said:
"We are proposing the additional resolution so as to have the flexibility to implement a Share Buy-Back if deemed appropriate by the Board over the coming year. The Board fundamentally believes that the current discount to NAV offers significant value and that the Share Buy-Back could provide an efficient and effective means of generating value for all shareholders.
As restrictions continue to be eased across our European markets we have confidence in both the short and long-term growth opportunity."
Enquiries:
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PPHE Hotel Group Limited |
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Daniel Kos, Chief Financial Officer & Executive Director |
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Inbar Zilberman, Chief Corporate & Legal Officer |
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Robert Henke, Executive Vice President of Commercial Affairs
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Notes to Editors
PPHE Hotel Group is an international hospitality real estate company, with a 1.8 billion portfolio, valued as at December 2021 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
www.arenahospitalitygroup.com
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