TIDMPPH
RNS Number : 0728U
PPHE Hotel Group Limited
26 March 2019
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SHARES OR OTHER SECURITIES OF PPHE HOTEL GROUP LIMITED IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
PPHE HOTEL GROUP LIMITED
("PPHE Hotel Group", the "Group" or the "Company")
Result of GBP149 million secondary placing
Further to the announcement released this morning, the Company
has been advised that Euro Plaza Holdings B.V. ("Euro Plaza"),
Walford Investments Holdings Ltd ("Walford") and Aroundtown Real
Estate Limited ("Aroundtown" and, together with Euro Plaza and
Walford, the "Sellers") have successfully sold in aggregate
9,300,000 existing ordinary shares in the Company (the "Placing
Shares") via an accelerated bookbuild offering at a price of 1,600
pence per share (the "Placing").
finnCap Ltd ("finnCap"), Joh. Berenberg, Gossler & Co. KG,
London Branch ("Berenberg"), Numis Securities Limited ("Numis
Securities"), Barak Capital Underwriting Ltd ("Barak Capital") and
Orion Underwriting and Issuances Ltd ("Orion") acted as joint
bookrunners and placing agents in relation to the Placing (the
"Joint Bookrunners"). The Placing is expected to settle on 28 March
2019, subject to the satisfaction or waiver of certain customary
conditions.
The Placing Shares represent in aggregate approximately 22% of
the issued share capital of the Company (excluding treasury
shares). Following settlement of the Placing, Euro Plaza will
retain an interest in 11,537,843 ordinary shares of no par value in
the Company ("Ordinary Shares"), representing approximately 27% of
the issued share capital (excluding treasury shares)(1) , Walford
will retain an interest in 4,636,974 Ordinary Shares, representing
approximately 11% of the issued share capital (excluding treasury
shares) and Aroundtown will retain an interest in 2,605,507
Ordinary Shares, representing approximately 6% of the issued share
capital (excluding treasury shares). The notifications below in
relation to Euro Plaza and Walford, made in accordance with the
requirements of the EU Market Abuse Regulation, provide further
detail. The Sellers have agreed with finnCap and Berenberg not to
sell any further ordinary shares for a period of 180 days after
completion of the Placing subject to certain customary exceptions
and except at the absolute discretion of both finnCap and Berenberg
in order to maintain an orderly market.
As the Company has its registered office in Guernsey and its
Ordinary Shares are admitted to trading on the Main Market of the
London Stock Exchange, it is subject to the UK Takeover Code, with
which the Company complies.
Eli Papouchado, Euro Plaza, Red Sea Club Ltd ("Red Sea Club")
and A.A. Papo Trust Company Limited ("A.A. Papo") and other parties
related to him (together the "Red Sea Parties") and Boris Ivesha,
Walford and other parties related to him (together the "Ivesha
Parties") are deemed to be acting in concert for the purposes of
Rule 9 of the Takeover Code (the "Concert Party"). Following the
Placing, the Concert Party will remain the holders in aggregate of
not less than 30 per cent., but not more than 50 per cent. of the
Company's issued share capital (excluding treasury shares). Should
any member of the Concert Party or any person acting in concert
with any member of the Concert Party subsequently acquire an
interest in any shares which increases the percentage of shares
carrying voting rights in the Company in which the Concert Party
(or any person acting in concert with the Concert Party) is
interested, that person together with people acting in concert with
that person will normally be required to make a general offer in
cash to all shareholders in the Company, at the highest price paid
by that person or any person acting in concert with that person for
an interest in such shares within the preceding 12 months, for all
the remaining equity share capital of that Company.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
PPHE Hotel Group, President and Chief Executive Officer, Boris
Ivesha, said:
"We are very encouraged by the level of support for the Placing;
I would like to welcome our new investors to the register and thank
existing shareholders for their continued support. We believe that
the Placing will allow for greater liquidity for investors by
expanding the shareholder base and we expect this to achieve the
free float required for the Company to qualify for inclusion in the
FTSE UK series of indices."
The person responsible for arranging for the release of this
announcement on behalf of the Company is Inbar Zilberman, General
Counsel.
(1) Alongside Euro Plaza, Eli Papouchado is also deemed to be
interested in: (a) 22,417 Ordinary Shares held by Red Sea Club, an
intermediate subsidiary of A.P.Y. Investments & Real Estate Ltd
and holding company of Euro Plaza; and (b) 2,200,000 Ordinary
Shares held by A.A. Papo, a company which is wholly-owned by Eli
Papouchado, acting in its capacity as the sole trustee of an
endowment whose main beneficiary is Eli Papouchado's daughter,
Eliana Papouchado.
For further information, please contact:
PPHE Hotel Group Limited Tel: +31 (0)20 717 8600
Daniel Kos
Chief Financial Officer & Executive Director
Robert Henke
Executive Vice President of Commercial
& Corporate Affairs
Hudson Sandler Tel: +44 (0)20 7796 4133
Wendy Baker / Sophie Lister Email: pphe@hudsonsandler.com
finnCap Tel: +44 (0)20 7220 0500
Matt Goode, Emily Watts - Corporate Finance
Andrew Burdis, Camille Gochez - ECM
Berenberg Tel: +44 (0)20 3207 7800
Ben Wright, Mark Whitmore
Numis Securities Tel: +44 (0)20 7260 1000
Michael Burke
Barak Capital Tel: +972-747100680
Tzvika Manes
Orion Tel: +972-35760606
Gal Frayden
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE; AND (3) IN ISRAEL, PERSONS REFERRED TO IN SECTION
15A(b)(1) OF THE ISRAELI SECURITIES LAW, 5728- 1968, AND LISTED IN
THE FIRST SCHEDULE THERETO (ALL SUCH PERSONS REFERRED TO IN (1),
(2) AND (3) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE
INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX,
BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
THE PRICE OF ORDINARY SHARES IN THE COMPANY AND THE INCOME FROM
THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET
BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF ORDINARY SHARES.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE
MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY
IS OR WILL BE ACCEPTED BY ANY OF THE COMPANY, THE SELLERS OR THE
JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS,
DIRECTORS, OFFICERS OR EMPLOYEES AS TO, OR IN RELATION TO, THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN
OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY
INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS
EXPRESSLY DISCLAIMED.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa, Japan or Israel
or in any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Company, the Sellers, the Joint Bookrunners or any of their
respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Canada, Australia, South Africa, Japan or Israel. Any failure to
comply with this restriction may constitute a violation of U.S.,
Canadian, Australian, South African, Japanese or Israeli securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, the Sellers, the
Joint Bookrunners or any of their respective affiliates that would,
or which is intended to, permit a public offer of the Placing
Shares in any jurisdiction, or possession or distribution of this
announcement or any other offering or publicity material relating
to the Placing Shares, in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Sellers and the Joint
Bookrunners to inform themselves about and to observe any
applicable restrictions.
finnCap and Numis Securities are both regulated by the Financial
Conduct Authority in the United Kingdom. Berenberg is authorised
and regulated by the Federal Financial Supervisory Authority in
Germany and subject to limited regulation by the Financial Conduct
Authority in the United Kingdom.
Each Joint Bookrunner is acting only for the Sellers in
connection with the Placing and will not be responsible to anyone
other than the Sellers for providing the protections offered to its
clients, nor for providing advice in relation to the Placing or any
matters referred to in this announcement.
Forward-looking statements:
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Euro Plaza Holdings B.V.
-------------------------------------------------- ------------------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------------------------------------
a) Position/status PCA to Chairman Eli Papouchado
-------------------------------------------------- ------------------------------------------------------------
b) Initial notification/Amendment This is an initial notification
-------------------------------------------------- ------------------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
----------------------------------------------------------------------------------------------------------------
a) Name PPHE Hotel Group Limited
-------------------------------------------------- ------------------------------------------------------------
b) LEI 2138003H1BZGR6KM5823
-------------------------------------------------- ------------------------------------------------------------
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary shares of no par value
instrument
Identification code GG00B1Z5FH87/PPH
-------------------------------------------------- ------------------------------------------------------------
b) Nature of the transaction Sale of Shares
-------------------------------------------------- ------------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1,600 pence 6,092,454
-------------------------------------------------- ------------------------------------------------------------
d) Aggregated information Single transaction as in 4c) above Price(s) Volume(s)
1,600 pence 6,092,454
-------------------------------------------------- ------------------------------------------------------------
e) Date of the transaction 26 March 2019
-------------------------------------------------- ------------------------------------------------------------
f) Place of the transaction London Stock Exchange (XLON)
-------------------------------------------------- ------------------------------------------------------------
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Walford Investments Holdings
Ltd
-------------------------------------------------- ------------------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------------------------------------
a) Position/status PCA to President and CEO Boris Ivesha
-------------------------------------------------- ------------------------------------------------------------
b) Initial notification/Amendment This is an initial notification
-------------------------------------------------- ------------------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
----------------------------------------------------------------------------------------------------------------
a) Name PPHE Hotel Group Limited
-------------------------------------------------- ------------------------------------------------------------
b) LEI 2138003H1BZGR6KM5823
-------------------------------------------------- ------------------------------------------------------------
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
----------------------------------------------------------------------------------------------------------------
a) Description of the financial instrument, type of Ordinary shares of no par value
instrument
Identification code GG00B1Z5FH87/PPH
-------------------------------------------------- ------------------------------------------------------------
b) Nature of the transaction Sale of Shares
-------------------------------------------------- ------------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1,600 pence 2,053,053
-------------------------------------------------- ------------------------------------------------------------
d) Aggregated information Single transaction as in 4c) above Price(s) Volume(s)
1,600 pence 2,053,053
-------------------------------------------------- ------------------------------------------------------------
e) Date of the transaction 26 March 2019
-------------------------------------------------- ------------------------------------------------------------
f) Place of the transaction London Stock Exchange (XLON)
-------------------------------------------------- ------------------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCPGUQGWUPBGAQ
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March 26, 2019 11:19 ET (15:19 GMT)
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