Share Dealings

RNS Number : 2804P

PPHE Hotel Group Limited

04 June 2015

 

4 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 transferred his entire direct interest in the shares of the Company to a trustee acting for the benefit of a member of his family, as further described below. 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 to the announcement made on 2 June2015, the Company announces that it received notification today that Mr Eli Papouchado has transferred, as planned, 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)) (the "Transfer Shares"), comprising his entire direct shareholding in the Company, to A.A. Papo Trust Company Limited (the "Trustee"), acting in its capacity as sole trustee of a trust (the "Eliana Trust") whose main beneficiary is Mr Papouchado's daughter, Eliana Papouchado (the "Transfer"). Mr Papouchado owns the entire issued share capital of the Trustee.

As previously disclosed, Euro Plaza Holdings B.V. ("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 Club Limited ("RSC") and Red Sea Hotels Limited 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, the aggregate interests held by members of the Red Sea Group in the Company following the Transfer are deemed to include the Shares held directly by Euro Plaza, RSC and the Trustee, as described below:    

Shares owned by	Number of shares	Percentage of total issued share capital (excluding treasury shares)
Euro Plaza1	16,330,297	38.93%
RSC	22,417	0.05%
Trustee	2,200,000	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 Shareholders Agreement has been recently adhered to by the Trustee, acting in its capacity as the sole trustee of the Eliana Trust. Pursuant to a separate agreement entered into between the Trustee and Euro Plaza, the Trustee has further undertaken that, on any resolution to be considered at a general meeting of the shareholders of the Company, all of its voting rights in respect of the Transfer Shares shall be exercised in a manner which is consistent with the votes cast by, or on behalf of, Euro Plaza in respect of that resolution.

The Takeover Panel has confirmed that, following completion of the transaction described above, the concert party existing between Euro Plaza, RSC, Molteno and the Trustee 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, as the aggregate percentage of interests held by the concert party prior to the Transfer. Euro Plaza, RSC, Molteno and the Trustee, 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. 

Enquiries: PPHE Hotel Group Limited Boris Ivesha, President and Chief Executive Officer	Tel: [phone]
Chen Moravsky, Chief Financial Officer	Tel: [phone]
Stifel Nicolaus Europe Limited James Grace / Matthew Marshall	Tel: [phone]
finnCap Limited Stuart Andrews / Grant Bergman	Tel: [phone]
Hudson Sandler
Wendy Baker / Katie Matthews	Tel: [phone]

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 Carlson^SM, 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

 

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