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 "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" or the "Company")

Update on Strategic Review and Formal Sale Process

Following the announcement on 21 November regarding the commencement of the Strategic Review and Formal Sale Process (the "Strategic Review"), the Board of PPHE (the "Board") announces that it has received an indicative proposal from Fattal Hotel Group ("Fattal") regarding a possible cash offer for the Company at a price of £22 per share (the "Proposal").

The Proposal is subject to the satisfaction or waiver by Fattal of customary pre-conditions, including the completion of confirmatory of due diligence.

The Board, together with its Rule 3 adviser, has evaluated the Proposal and determined that the Proposal represents fair value. The Board has formed an independent offer committee ("Independent Committee") which excludes Roni Hirsch, representative Director of Euro Plaza Holdings.

The Board intends to engage with the Company's major shareholders regarding the Proposal in order to assess its deliverability. There can be no certainty that any firm offer will be made or as to the terms of any offer. A further announcement will be made as appropriate.

As previously announced by the Company, the Takeover Panel has granted a dispensation from the requirements of Rule 2.6(a) of the Code in relation to the formal sale process being conducted by the Company such that any interested party participating in the formal sale process will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code for so long as it is participating in the formal sale process. Accordingly, for so long as Fattal continues to participate in the formal sale process, Fattal will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code.

PPHE shareholders are advised to take no action at this time.

For the purposes of Note 3 on Rule 2.5 of the Code, this announcement has been made with the consent of Fattal.

Fattal has reserved 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 £22 in cash per PPHE share:

(i)   with the recommendation or consent of the Board;

(ii)   if PPHE announces, declares or pays any dividend or any other distribution to shareholders, in which case Fattal 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 Proposal; or

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

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

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. 

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.