Response to Announcement by PPHE Hotel Group Ltd
Fattal Hotels submits non-binding proposal to acquire PPHE at £22.00 per share, valuing company at approximately £930 million.
- Offer price per share £22.00
- Total consideration approximately £930 million
- Premium to unaffected date approximately 47%
- Unaffected share price £15.00 (prior 13 November 2025)
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THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL ULTIMATELY BE MADE.
Fattal Hotel Group
("Fattal" or the "Company")
Response to Announcement by PPHE Hotel Group Ltd
The Company notes the announcement made by PPHE Hotels Group Ltd ("PPHE") on May 27, 2026 regarding a non-binding proposal by the Company to acquire the entire issued and to be issued ordinary share capital of PPHE not already owned by it at a price per PPHE share of £22.00 in cash (the "Proposal").
The Company made an announcement on the Tel Aviv Stock Exchange (the "TASE") on May 27, 2026 regarding the Proposal. An English translation of that announcement is set out below:
"The Company is pleased to announce that on May 27, 2026, it submitted to the Board of Directors of PPHE Hotel Group Limited (hereinafter: "PPHE") a Non-binding Proposal[1] to acquire 100% of the issued share capital of PPHE (hereinafter: "PPHE Capital") at a price of GBP 22 in cash for each ordinary share of PPHE and for a total consideration of approximately GBP 930 million (hereinafter and respectively: "the Proposal" and "the Price per Share"). As part of the Proposal, the Company announced that it is interested in discussing with the Board of Directors of PPHE and its representatives potential structures for such transaction. The Company announced it is willing to maintain the proposal for a limited period to allow for a constructive engagement with PPHE Board and its advisors, with a view towards announcing a firm offer within the next 4 weeks.
On May 27, 2026 PPHE announced that its Board, together with its adviser, has evaluated the Proposal and determined that the Proposal represents fair value. The PPHE Board intends to engage with PPHE's major shareholders regarding the Proposal in order to assess its deliverability.
And Shahar Aka, Director and CFO"
As set out in the Company's announcement on TASE and PPHE's announcement referred to above, the offer price represents a premium of approximately 47% to the closing share price of PPHE of £15.00 on 13 November 2025, being the last business day prior to PPHE confirming certain shareholders' intention to hold a small handful of meetings with potential investors in relation to a range of potential options (the "Unaffected Date").
Should a firm offer be made, it is currently envisaged that the transaction be structured as an all cash offer. However, in accordance with Rule 2.5 of the Code, the Company reserves the right:
- to introduce other forms of consideration (such as securities) and/or to vary the composition of the consideration; and
- make the offer on less favourable terms than the offer price of £22.00 in cash per PPHE share:
- with the recommendation or consent of the PPHE board;
- if PPHE announces, declares or pays any dividend or any other distribution to shareholders, in which case the Company will have the right to make an equivalent reduction to the proposed price;
- if a third party announces a firm intention to make an offer for PPHE on less favourable terms than the Possible Offer; or
- following the announcement by PPHE of a Rule 9 waiver transaction pursuant to the Code.
This announcement does not amount to a firm intention by the Company to make an offer under Rule 2.7 of the Code, and there can be no certainty that an offer for PPHE will ultimately be made by the Company.
As previously announced by PPHE, the Panel on Takeovers and Mergers (the "Panel") has granted a dispensation from the requirements of Rule 2.6(a) of the Code in relation to PPHE's formal sale process, such that potential offerors participating in that process are not subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as they are participating in that process. Accordingly, so long as the Company continues to participate in the formal sale process, the Company will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code. A further announcement will be made in due course, as and when appropriate.
A further announcement will be made if and when appropriate.
Baker & McKenzie LLP is retained as legal adviser to the Company.
Rule 2.4 information
In accordance with Rule 2.4(c)(iii) of the Code, the Company confirms that it is not aware of any dealings in PPHE shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate) if it were to make an offer. However, prior to this announcement it has not been practicable for the Company to make enquiries of all persons acting in concert with it to determine whether any dealings in PPHE shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for the Company, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than the deadline for the Company's Opening Position Disclosure.
In accordance with Rule 2.4(c)(iv) of the Code, the Company confirms that neither it nor any person acting in concert with it has any dealing arrangement of the kind referred to in Note 11 on the definition of "acting in concert" in the Code in relation to PPHE shares or in relation to securities of the Company.
Overseas Jurisdictions
[1] Following a Non-binding Proposal from March 2026 that was preceded by financial and commercial due diligence by the Company.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.