Strategic Review and commencement of FSP

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

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, 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.