Update to the 2020 Annual General Meeting

RNS Number : 0605K

PPHE Hotel Group Limited

17 April 2020

 

17 April 2020

PPHE Hotel Group Limited

("PPHE Hotel Group", the "Company" or the "Group")

Update to the 2020 Annual General Meeting and Notice of Additional Resolution

PPHE Hotel Group, the international hospitality real estate group which develops, owns and operates hotels and resorts, announced on 28 February 2020 the publication of its annual report and accounts for the financial year ended 31 December 2019 and the Notice of Annual General Meeting (the "AGM Notice"). 

AGM Update

The Company confirms that it is today distributing a supplement to the AGM Notice (the "Supplemental AGM Notice") in respect of the Company's 2020 Annual General Meeting to be held at 12 noon on 19 May 2020 (the "AGM"). The Supplemental AGM Notice will be made available on the Company's website later today.

Because of the restrictions imposed by the Guernsey authorities to address the COVID-19 outbreak and so as to protect the health and welfare of Shareholders, as well as the Company's employees, directors and advisors, the Company has decided to move the AGM to a non-public location different to that stated in the AGM Notice.  The AGM will now be held at La Richelais, Clos du Villocq, Castel, Guernsey (instead of 1st floor, Elizabeth House, Les Ruettes Brayes, St Peter Port, Guernsey GY1 1EW). 

There is no change in the time or date of the AGM which will be held on 19 May 2020 at 12 noon.

Given that the States of Guernsey has introduced measures with effect from 25 March 2020 prohibiting travel subject to certain limited exceptions, it is expected that only the chairman of the AGM and, in order to allow for effective constitution of the AGM, one other attendee shall be present in person at the AGM and that other persons may be refused entry into the Bailiwick of Guernsey and would be refused entry into the AGM were they to try to attend in person.  In light of this, a listen-only dial-in facility will be provided to allow Shareholders to listen to the AGM proceedings remotely. 

The listen-only dial-in details have been sent to Shareholders.  If any Shareholders have not received the dial-in details or have questions in relation to the dial-in facility, please contact the Company Secretary via email at [e-mail] or by telephone on [phone] during normal business hours.

Shareholders should note that any Shareholders or proxies listening remotely will not be counted as being present at the AGM and will not be able to speak or vote at the AGM.  In light of this and the travel restrictions described above, Shareholders are strongly encouraged to consider appointing the chairman of the AGM as their proxy, in order to ensure that their vote is counted.  We also strongly encourage Shareholders to listen to the AGM remotely through the listen-only dial-in facility and to participate in the AGM by submitting questions in advance of the AGM by email.  It is intended that, immediately after the formal AGM, the Board will provide responses to questions which have been submitted in advance of the AGM. 

Notice of Additional Resolution

The Supplemental AGM Notice contains notice of an additional resolution (the "Additional Resolution") to be proposed at the AGM.

The Company is seeking the authority of its shareholders ("Shareholders") by way of the Additional Resolution to amend Articles 23.2 and 23.9 of the current Articles of Incorporation (the "Articles") which require directors not to be present in certain countries in order to count towards the quorum or for a written resolution of the Board to be valid.  The Directors believe that these restrictions are not required to be embedded in the Articles as the Board follows its own internal policy for control and management.  The Directors further believe that the Company will benefit from having this flexibility, particularly in the current environment and in light of the recent travel restrictions which may prevent the Directors from travelling to or from certain jurisdictions. 

The Additional Resolution is to be proposed as a special resolution, requiring at least 75 per cent. of the votes cast by Shareholders present in person or by proxy to vote in favour of it in order for it to be passed.  Voting on the resolutions to be proposed at the AGM will be conducted by way of a poll.

We are aware that some Shareholders have already submitted a proxy appointment in advance of the AGM.  Please refer to the Supplemental AGM Notice as to the action that you should take in relation to appointing a proxy, or updating your existing proxy appointment, so that it relates to all the resolutions to be proposed at the AGM.

Any specific questions on the business of the AGM and on the resolutions can be submitted ahead of the AGM by e-mail to [e-mail] and [e-mail] (marked for the attention of Robert Henke and Inbar Zilberman).  Robert Henke and Inbar Zilberman also remain available to shareholders in the first instance for any questions related to the AGM. 

In the event that there is any further information or are any further changes, the Company will issue a further communication via a regulatory news service. 

The Company apologises for any inconvenience caused by these changes but considers it the most appropriate way to enable as many Shareholders as possible to listen to the proceedings and to participate in the AGM in these extraordinary times. 

Voting on all the resolutions to be proposed at the AGM will be conducted by way of a poll.  The voting results of all resolutions put before the AGM will be announced to the market following the AGM. 

ENDS

Enquiries:

PPHE Hotel Group Limited
Daniel Kos, Chief Financial Officer & Executive Director
Inbar Zilberman, Chief Corporate & Legal Officer	Tel: [phone]
Robert Henke, Executive Vice President Commercial Affairs
Lisa Woodman, Director of Corporate Communications	Tel: [phone]
Hudson Sandler
Wendy Baker/ Lucy Wollam	Tel: [phone] [e-mail]

Notes to Editors

PPHE Hotel Group is an international hospitality real estate company, with a 1.7 billion portfolio (valued as at summer of 2019) by Savills and Zagreb nekretnine Ltd 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 primary focus is 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.

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 is a Guernsey incorporated company with shares listed on the London Stock Exchange and a constituent of the FTSE 250. PPHE Hotel Group also holds a controlling ownership interest in Arena Hospitality Group, whose shares are listed on the Prime market of the Zagreb Stock Exchange.

Company websites

www.pphe.com
www.arenahospitalitygroup.com  

For reservations

www.parkplaza.com
www.artotels.com
www.arenahotels.com  
www.arenacampsites.com  

This announcement may contain certain "forward-looking statements" which reflect the Company's and/or the Board's current views with respect to intentions, financial performance, business strategy and future plans, both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue", "proposed" and similar words, phrases and/or statements are of a future or forward-looking nature. All forward-looking statements address matters that involve risks and uncertainties.  Accordingly, there are or will be important factors that could cause the Group's actual performance to differ materially from those indicated in these statements. Any forward-looking statements in this announcement reflect the Group's current views with respect to future events and are subject to risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and potential counterparties. These forward-looking statements speak only as of the date of this announcement. Subject to any legal or regulatory obligations, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Nothing in this announcement should be considered as a profit forecast. 

 

END

 

 

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