Response to Announcement by PPHE Hotel Group Ltd

Fattal Hotels Ltd

28 May 2026

 

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 SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL ULTIMATELY BE MADE.

For immediate release

28 May 2026

Fattal Hotel Group

("Fattal" or the "Company")

Response to Announcement by PPHE Hotel Group Ltd

The Company notes the announcement made by PPHE Hotels Group Ltd ("PPHE") on May 27, 2026 regarding a non-binding proposal by the Company to acquire the entire issued and to be issued ordinary share capital of PPHE not already owned by it at a price per PPHE share of £22.00 in cash (the "Proposal").

The Company made an announcement on the Tel Aviv Stock Exchange (the "TASE") on May 27, 2026 regarding the Proposal. An English translation of that announcement is set out below:

"The Company is pleased to announce that on May 27, 2026, it submitted to the Board of Directors of PPHE Hotel Group Limited (hereinafter: "PPHE") a Non-binding Proposal^[1] to acquire 100% of the issued share capital of PPHE (hereinafter: "PPHE Capital") at a price of GBP 22 in cash for each ordinary share of PPHE and for a total consideration of approximately GBP 930 million (hereinafter and respectively: "the Proposal" and "the Price per Share"). As part of the Proposal, the Company announced that it is interested in discussing with the Board of Directors of PPHE and its representatives potential structures for such transaction. The Company announced it is willing to maintain the proposal for a limited period to allow for a constructive engagement with PPHE Board and its advisors, with a view towards announcing a firm offer within the next 4 weeks.

On May 27, 2026 PPHE announced that its Board, together with its adviser, has evaluated the Proposal and determined that the Proposal represents fair value. The PPHE Board intends to engage with PPHE's major shareholders regarding the Proposal in order to assess its deliverability.

About PPHE

PPHE is a public company whose shares are listed on the London Stock Exchange. PPHE is an international company operating in the hospitality sector in Europe; to the best of the Company's knowledge, as of the date of the Report, PPHE holds (mainly) ownership or leasehold rights in hotels comprising approximately 9,625 rooms (mainly in the United Kingdom, Croatia, the Netherlands and Germany), and PPHE also has a number of projects under construction. To the best of the Company's knowledge, as of December 2025, the value of PPHE's asset portfolio is approximately GBP 2.2 billion.

About PPHE Shares

As of the end of the trading day preceding the date of this Report (i.e., May 26, 2026), the closing middle market price of a PPHE Share, as derived from Bloomberg amounted to approximately GBP 16 (reflecting a company value of approximately GBP 677 million for PPHE), i.e. the Price per Share in the Proposal is approximately 37.5% higher than the price on the stock exchange.

It should be noted that as of the date of the Report, the Company holds PPHE shares constituting approximately 4% of PPHE's capital.

The Offer Price represents a premium of approximately 47% to the closing share price of PPHE of 15 GBP on 13 November 2025, being the last Business Day prior to PPHE noting certain shareholders' intentions to hold a small handful of meetings with potential investors in relation to a range of potential options (the "Unaffected Date").

It should be emphasized that there is no certainty that:

(1) the Company (and/or a consolidated company) will make a legally binding  offer to acquire the PPHE Capital; and, (2) even if it does make such an offer, that its final terms (including the Price per Share and the total consideration) will not differ materially from the terms set forth in this Immediate Report above (including - inter alia - other forms of consideration (such as securities) and/or variation of the composition of the consideration).

The Company will provide additional immediate reports on the aforementioned subject as required by law.

Sincerely,

Fattal Holdings (1998) Ltd.

Signed by Messrs. David Fattal, Director and CEO of the Company

And Shahar Aka, Director and CFO"

As set out in the Company's announcement on TASE and PPHE's announcement referred to above, the offer price represents a premium of approximately 47% to the closing share price of PPHE of £15.00 on 13 November 2025, being the last business day prior to PPHE confirming certain shareholders' intention to hold a small handful of meetings with potential investors in relation to a range of potential options (the "Unaffected Date").

Should a firm offer be made, it is currently envisaged that the transaction be structured as an all cash offer. However, in accordance with Rule 2.5 of the Code, the Company reserves the right:

(a) to introduce other forms of consideration (such as securities) and/or to vary the composition of the consideration; and

(b) make the offer on less favourable terms than the offer price of £22.00 in cash per PPHE share:

(i)         with the recommendation or consent of the PPHE board;

(ii)      if PPHE announces, declares or pays any dividend or any other distribution to shareholders, in which case the Company will have the right to make an equivalent reduction to the proposed price;

(iii)        if a third party announces a firm intention to make an offer for PPHE on less favourable terms than the Possible Offer; or

(iv)        following the announcement by PPHE of a Rule 9 waiver transaction pursuant to the Code.

This announcement does not amount to a firm intention by the Company to make an offer under Rule 2.7 of the Code, and there can be no certainty that an offer for PPHE will ultimately be made by the Company.

As previously announced by PPHE, the Panel on Takeovers and Mergers (the "Panel") has granted a dispensation from the requirements of Rule 2.6(a) of the Code in relation to PPHE's formal sale process, such that potential offerors participating in that process are not subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as they are participating in that process. Accordingly, so long as the Company continues to participate in the formal sale process, the Company will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code. A further announcement will be made in due course, as and when appropriate.

A further announcement will be made if and when appropriate.

Enquiries:

Fattal Hotel Group Shahar Aka Guy Vardi Yaniv Amzaleg	Tel: [phone]
Morgan Stanley & Co. International plc (Financial Adviser to Fattal Hotel Group) Adrian Doyle Gregory Boulot Dafna Kantor	Tel: [phone]

Baker & McKenzie LLP is retained as legal adviser to the Company.

About the Company

Fattal Hotel Group is an Israeli hospitality group listed on the Tel Aviv Stock Exchange. The Group owns, leases, manages and franchises hotels across Israel, Europe and the UK / Ireland. Its core brands are Leonardo Hotels, NYX Hotels, Herods Hotels and U Hotels.

Important notices

Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting as financial adviser exclusively for Fattal Hotel Group and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein. Neither Morgan Stanley, its affiliates nor any of their respective directors, officers, employees and 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 Morgan Stanley in connection with this announcement or any statement contained herein or otherwise.

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

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 PPHE 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) PPHE 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 PPHE 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 PPHE or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of PPHE 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) PPHE 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 purpose of Rule 8.3.

Opening Position Disclosures must also be made by PPHE and by any offeror and Dealing Disclosures must also be made by PPHE, 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 PPHE 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, 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

The defined terms used in this section "Disclosure requirements of the Code" are defined in the Code which can be found on the Takeover Panel's website.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, the Company confirms that it is not aware of any dealings in PPHE shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate) if it were to make an offer. However, prior to this announcement it has not been practicable for the Company to make enquiries of all persons acting in concert with it to determine whether any dealings in PPHE shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for the Company, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than the deadline for the Company's Opening Position Disclosure.

In accordance with Rule 2.4(c)(iv) of the Code, the Company confirms that neither it nor any person acting in concert with it has any dealing arrangement of the kind referred to in Note 11 on the definition of "acting in concert" in the Code in relation to PPHE shares or in relation to securities of the Company.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at www.fattalhotelgroup.com by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.    

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and Israel should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the Code as well as the obligations of Fattal Hotel Group pursuant to the Market Abuse Regulation (EU) 596/2014 (MAR) and the information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1993, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

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[1]  Following a Non-binding Proposal from March 2026 that was preceded by financial and commercial due diligence by the Company.

 

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