2 June 2015
PPHE Hotel Group Limited
(the "Company")
SHARE DEALINGS
The Company has been notified that Mr Eli Papouchado, the chairman of the Company, has acquired a direct interest in the shares of the Company from Euro Plaza Holdings B.V. ("Euro Plaza"), a substantial shareholder in the Company. Such acquisition has not resulted in any change in the total number of shares in which Mr Eli Papouchado's family and related trusts are interested or in the voting arrangements between the Red Sea Group and Molteno Limited ("Molteno"). Further details are set out below.
Further to the notification issued on 16 December 2014, the Company announces that it received notification on 31 May2015 that Mr Eli Papouchado has completed the acquisition of 2,200,000 ordinary shares of nil par value in the Company ("Shares") (representing approximately 5.25% of its issued share capital (excluding treasury shares)) from Euro Plaza. As a result, Euro Plaza currently holds 16,330,297 Shares (representing approximately 38.93% of its issued share capital (excluding treasury shares)).
As previously disclosed, Euro Plaza is a wholly-owned subsidiary of Southern Hotels Holdings & Investments B.V. ("Southern"), which itself is an indirect wholly-owned subsidiary of A.P.Y. Investments & Real Estate Ltd ("APY"), with Red Sea Hotels Limited and Red Sea Club Limited ("RSC") as the intermediate holding companies. APY and its subsidiaries are part of an international construction, hotel and real estate group (the "Red Sea Group") that was founded by Mr Eli Papouchado. As at the date hereof, 98% of the shares in APY are owned by Mr Eli Papouchado as trustee of an endowment created under Israeli law, the primary beneficiaries of which are Mr Eli Papouchado and his sons, Yoav and Avner Papouchado.
Accordingly, Mr Papouchado's aggregate interest in the Company is deemed to include (in addition to his direct shareholding) the Shares held directly by Euro Plaza and RSC, as described below:
Shares owned by |
Number of shares |
Percentage of total issued share capital |
|
|
|
Eli Papouchado |
2,200,000 |
5.25% |
Euro Plaza1 |
16,330,297 |
38.93% |
RSC |
22,417 |
0.05% |
Total interest |
18,552,714 |
44.23% |
1 These shares have been pledged, as disclosed on 13 December 2013.
In addition, as previously disclosed, pursuant to a shareholders' agreement (the "Shareholders Agreement") entered into between Molteno, Mr Boris Ivesha (the president and chief executive officer of the Company) and the trustee of the Princeton Trust (a discretionary trust for the benefit of the family of Mr Boris Ivesha and the ultimate controlling shareholder of Molteno) (together, the "Molteno Parties") on the one hand and Euro Plaza, Mr Eli Papouchado and RSC on the other (together, the "Euro Plaza Parties"), it has been agreed that for so long as, inter alia, the combined interests of the Molteno Parties and the Euro Plaza Parties in the Company (including, respectively, any interests held by family members, and trusts for the benefit of family members, of Mr Boris Ivesha and Mr Eli Papouchado, and any undertakings controlled by such family members or trusts) are not less than 38 per cent. and the Euro Plaza Parties' interest in the Company is at least 26.5 per cent. of the total number of shares then in issue (excluding for this purpose shares in held in treasury), on any resolution to be considered at a general meeting of the shareholders of the Company, all shares held by the Molteno Parties shall be voted at general meetings of the Company in a manner which is consistent with the votes cast by, or on behalf of, the Euro Plaza Parties in respect of that resolution.
The Takeover Panel has confirmed that, following completion of the transaction described above, the concert party previously existing between Euro Plaza, Molteno and RSC as a result of the Shareholders Agreement, will continue to hold the same aggregate percentage of interests in the Company for the purposes of Rule 9 of the Takeover Code, albeit that the concert party's shareholding members will now also include Mr Eli Papouchado. Euro Plaza, Mr Eli Papouchado, RSC and Molteno currently hold between them more than 50% of the Company's voting rights and (for so long as they continue to be treated as acting in concert) may accordingly increase their aggregate interests in shares without incurring any obligation under Rule 9 to make a general offer, although individual members of the concert party will not be able to increase their percentage interest in shares through or between a Rule 9 threshold without Takeover Panel consent. For further details on the Takeover Code, please refer to www.thetakeoverpanel.org.uk.
The Company has been informed that, shortly after completion of the transaction described above, Mr Eli Papouchado intends to transfer his Shares to A.A. Papo Trust Company Limited, acting in its capacity as the sole trustee of a trust whose main beneficiary is Mr Eli Papouchado's daughter, Eliana Papouchado. If such transfer proceeds, a further announcement will be made in this respect.
Enquiries: PPHE Hotel Group Limited Boris Ivesha, President and Chief Executive Officer |
Tel: +44 (0)20 7034 4800 |
Chen Moravsky, Chief Financial Officer |
Tel: +31 (0)20 717 8603 |
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|
Stifel Nicolaus Europe Limited James Grace / Matthew Marshall |
Tel: +44 (0)20 7710 7600 |
finnCap Limited Stuart Andrews / Grant Bergman |
Tel: +44 (0)20 7220 0500 |
|
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Hudson Sandler |
|
Wendy Baker / Katie Matthews |
Tel: +44 (0)20 7796 4133 |
Notes to Editors
PPHE Hotel Group Limited is a Guernsey registered company and through its subsidiaries, jointly controlled entities and associates, owns, leases, develops, operates and franchises full service upscale and lifestyle hotels in major gateway cities and regional centres, predominantly in Europe.
The majority of the group's hotels operate under two distinct brands, Park Plaza® Hotels & Resorts and art'otel®. The Company has an exclusive licence from CarlsonSM, a global privately held hospitality and travel company, to develop and operate Park Plaza® Hotels & Resorts in Europe, the Middle East and Africa. The art'otel® brand is fully owned by the group. The group has a minority ownership interest in the Arenaturist group, one of Croatia's leading hospitality companies.
Our portfolio of owned, leased, managed and franchised hotels comprises 38 hotels in operation offering a total of more than 8,300 rooms. The development pipeline includes four new hotel projects, one hotel extension and reconfiguration and one rebranding project. These developments are expected to add over 1,000 rooms to our portfolio by mid 2016 and an additional 350 rooms by the end of 2017.
Our Brands: Our Company:
www.parkplaza.com www.pphe.com
www.artotels.com
www.arenaturist.com
For images and logos visit www.vfmii.com/parkplaza
