Response to announcement

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: [email protected]

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, 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.