PPHE Hotel Group Limited Result of £149 million secondary placing (0728U)

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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,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: [phone] 
 Daniel Kos 
 Chief Financial Officer & Executive Director 
 Robert Henke 
 Executive Vice President of Commercial 
 & Corporate Affairs 
Hudson Sandler                                 Tel: [phone] 
 Wendy Baker / Sophie Lister                    Email: [e-mail] 
finnCap                                        Tel: [phone] 
 Matt Goode, Emily Watts - Corporate Finance 
 Andrew Burdis, Camille Gochez - ECM 
 
 Berenberg                                      Tel: [phone] 
 Ben Wright, Mark Whitmore 
 
 Numis Securities                               Tel: [phone] 
 Michael Burke 
 
  Barak Capital                                  Tel: [phone] 
  Tzvika Manes 
 
  Orion                                          Tel: [phone] 
  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 [e-mail] or visit www.rns.com.

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March 26, 2019 11:19 ET (15:19 GMT)