Form 8 (Opening Position Disclosure)
PPHE Hotel Group Limited, as the offeree, has disclosed its public opening position as of November 27, 2025, indicating no direct interests or short positions in its own ordinary shares. However, significant holdings are held by persons acting in concert, including Boris Ivesha with 11.08% and Mr. Eli Papouchado with 32.82% of the issued share capital, with a voting agreement in place between them. Additionally, director Greg Hegarty holds various vested awards under different incentive plans, totaling 51,308 ordinary shares.
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Rules 8.1 and 8.2 of the Takeover Code (the "Code")
KEY INFORMATION
| (a) Full name of discloser: | PPHE Hotel Group Limited |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | PPHE Hotel Group Limited |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure | 27 November 2025 |
POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Class of relevant security: | Ordinary shares with no par value | |||
|---|---|---|---|---|
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
| (2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
| TOTAL: | Nil | 0 | Nil | 0 |
All interests and all short positions should be disclosed.
Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | None |
| Details, including nature of the rights concerned and relevant percentages: | None |
- POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
- Interests in ordinary shares of PPHE Hotel Group Limited held by the directors of PPHE Hotel Group Limited and their close relatives and related trusts Name Number of Ordinary Shares Percentage of PPHE Hotel Group Limited's existing issued share capital (excluding shares held in treasury) Boris Ivesha* 4,636,974 11.08% Daniel Kos 47,170 0.11% Roni Hirsch* 322,000 0.77% Marcia Bakker 2,000 0.00% (B) Interests in ordinary shares of PPHE Hotel Group Limited held by person acting in concert with Boris Ivesha Name Number of Ordinary Shares Percentage of PPHE Hotel Group Limited's existing issued share capital (excluding shares held in treasury) Mr. Eli Papouchado* 13,760,260 32.82% *Mr. Papouchado, as well as Euro Plaza Holding B.V. and other entitles ultimately controlled by Mr Papouchado (together, the Red Sea Parties ) is acting in concert with Mr. Ivesha. Pursuant to a Shareholders Agreement, for so long as the combined interests of Mr Ivesha and the Red Sea Parties in PPHE are not less than 30% and the Red Sea Parties' interest in PHHE is at least 20% of the total number of PPHE shares then in issue, all PPHE shares held by Mr Ivesha shall be voted in the same manner as those shares held and voted by the Red Sea Parties. Mr. Papouchado currently has one nominee appointed to the Board of PPHE, which is Mr. Roni Hirsch at this moment in time. (C) Interests in ordinary shares of PPHE Hotel Group Limited held as awards by directors of PPHE Hotel Group Limited in PPHE Hotel Group Limited ordinary shares Greg Hegarty Scheme Name Grant date Number of PPHE Hotel Group Limited ordinary shares in respect of which the awards granted Exercise Price Vesting Date Lapsing Date C-Suite Annual Bonus Plan 1 March 2024 12,000 Nil 12,000 fully vested 1 March 2034 PPHE Executive Incentive Plan 2020- part of annual bonus for 2022 June 2022 22,000 Nil 22,000 fully vested in 1 January 2025* *Or such later date as the remuneration committee determines that the performance targets have been satisfied. June 2032 PPHE Executive Incentive Plan 2020- part of annual bonus for 2022 June 2022 23,000 Nil 23,000 fully vested in January 2022 June 2032 PPHE Executive Incentive Plan 2020- salary sacrifice options November 2020 4,308 Nil 4,308 fully vested in November 2020 November 2030 * Award is subject to performance metrics based on Total Shareholder Return (TSR) and adjusted EPRA earnings per share.
- OTHER INFORMATION
- Indemnity and other dealing arrangements
None.
- Agreements, arrangements or understandings relating to options or derivatives
None.
Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 28 November 2025 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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