PPHE Hotel Group Limited has announced the publication and posting of the circular including notice of its Annual General Meeting (AGM) and a proposed Rule 9 Waiver. The AGM is scheduled for 22 May 2024 at The Farmhouse Hotel in Guernsey. The AGM Notice will also be available on the company's website and submitted to the Financial Conduct Authority. The Rule 9 Waiver Resolution seeks approval of a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code to be put to Independent Shareholders via a poll.
The Rule 9 Waiver Resolution is required to give the Board the flexibility to act on Resolution 17 of the AGM Notice, which proposes to authorize the Company to make market purchases of up to 2,118,165 Ordinary Shares. The Share Buy-Back Authority would offer the Company the ability to make market purchases at a price or prices that the Company believes will be value-enhancing to Shareholders. The voting results of all the resolutions put before the AGM, including the Share Buy-Back Authority and the Rule 9 Waiver Resolution, will be announced to the market following the AGM.
The Independent Directors, advised by Jefferies and Investec, consider the Rule 9 Waiver Resolution and the Share Buy-Back Authority to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. The Rule 9 Waiver Resolution is to be proposed as an ordinary resolution, requiring a simple majority of the Independent Shareholders present in person or by proxy to vote in favor for it to be passed.
PPHE Hotel Group Limited is an international hospitality real estate company with a £2.2 billion portfolio 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, including full-service upscale, upper upscale, and lifestyle hotels in major gateway cities.