Update on Strategic Review & Formal Sale Process

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 from the Independent Committee on the Strategic Review and Formal Sale Process

On 14 November 2025, Eli Papouchado (who owns shares in PPHE through Euro Plaza Holdings) and Boris Ivesha (the "Founder Shareholders"), who collectively own approximately 44 per cent of the voting rights of PPHE, confirmed in response to media speculation that they intended to hold a small number of meetings with financial investors in relation to a range of potential options, from contributing growth capital to PPHE through to a potential partial monetisation of their stakes. As a consequence of that announcement, PPHE became subject to an offer period under the City Code on Takeovers and Mergers (the "Code") with effect from 14 November 2025.

On 21 November 2025, the PPHE Board announced that it was undertaking a strategic review to consider a range of potential options to maximise value for all shareholders (the "Strategic Review"), and appointed Rothschild & Co as its sole financial adviser. The Founder Shareholders were supportive of the Strategic Review.

The Takeover Panel agreed that any discussions with third parties in relation to an offer for the Company would take place within the context of a "Formal Sale Process" and granted a dispensation from the requirements of Rule 2.6(a) of the Code such that any party participating in the Formal Sale Process would not be subject to the 28-day deadline referred to in Rule 2.6(a) for so long as it continued to participate.

On 27 May 2026, the Board of PPHE announced it had received an indicative proposal from Fattal Hotel Group ("Fattal") regarding a possible cash offer for the Company at a price of £22.00 per share (the "Fattal Proposal"). The Board also announced that it had evaluated the Fattal Proposal together with its Rule 3 adviser and unanimously determined that the Fattal Proposal represents fair value.

At this point, the Board formed an independent offer committee ("Independent Committee") which excludes Roni Hirsch, representative Director of Euro Plaza Holdings.

Fattal subsequently announced confirmation that it had submitted the proposal and that it was interested in discussing with the Board of Directors of PPHE and its representatives potential structures for such a transaction.

The Independent Committee has since consulted widely with a significant proportion of PPHE shareholders, representing in aggregate approximately 83 per. cent of the Company's issued share capital, to seek feedback on the proposal.

Euro Plaza Holdings, which holds approximately 33% of the Company's issued share capital, has informed the Independent Committee that it is opposed to the Fattal Proposal.

Fattal has recently informed the PPHE Board that it would not be prepared to proceed with the Fattal Proposal in circumstances where Euro Plaza Holdings is opposed to such an offer.

Accordingly, the Independent Committee has concluded that the Fattal Proposal is not capable of being delivered in its current form.

Subsequent to the Fattal Proposal, on 31 May 2026 the Company received an indicative proposal from another interested party. This interest is at a very preliminary stage and is currently being assessed.

The Board of PPHE is mindful that the Strategic Review process has been a full and thorough process conducted over a period of more than 7 months and intends to conclude the process as expeditiously as possible.

There can be no certainty that any offer for the Company will be made. 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.

For the purposes of Note 3 on Rule 2.5 of the Code, this announcement has been made without the consent of Fattal.

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. 

The person responsible for arranging the release of this announcement on behalf of PPHE is Nigel Keen.

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.