PPHE Hotel Group Limited has announced an Extraordinary General Meeting (EGM) to be held on 28th February 2024. The purpose of the EGM is to seek approval for a waiver of the mandatory offer provisions set out in Rule 9 of the Takeover Code. This waiver is necessary to provide the Board with the flexibility to act on a resolution approved at the Company's Annual General Meeting in 2023, which authorizes the Company to make market purchases of up to 4,235,876 Ordinary Shares. The Directors will exercise this power after careful consideration and in the best interests of the Company and its shareholders.
The Share Buy-Back Authority offers the Company the ability to make market purchases at a price that the Company believes will be value-enhancing to shareholders. However, given that the Concert Party currently holds 43.43% of the Company's issued share capital, any increase in its percentage holding resulting from the Share Buy-Back Authority would trigger a mandatory requirement to make an offer for all of the Ordinary Shares. 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 voting result of the resolution put before the EGM will be announced to the market following the EGM. The Circular containing a notice convening the EGM will be posted to shareholders and made available on the Company's website. 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 £2.0 billion portfolio of primarily prime freehold and long leasehold assets in Europe. The Group's strategy is to grow its portfolio of core upper upscale city center hotels, leveraging its expertise in development and management.