Update on Strategic Review & Formal Sale Process

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

PPHE Hotel Group Ltd

("PPHE" or the "Company")

Update from the Independent Committee on the Strategic Review and Formal Sale Process

On 14 November 2025, Eli Papouchado (who owns shares in PPHE through Euro Plaza Holdings) and Boris Ivesha (the "Founder Shareholders"), who collectively own approximately 44 per cent of the voting rights of PPHE, confirmed in response to media speculation that they intended to hold a small number of meetings with financial investors in relation to a range of potential options, from contributing growth capital to PPHE through to a potential partial monetisation of their stakes. As a consequence of that announcement, PPHE became subject to an offer period under the City Code on Takeovers and Mergers (the "Code") with effect from 14 November 2025.

On 21 November 2025, the PPHE Board announced that it was undertaking a strategic review to consider a range of potential options to maximise value for all shareholders (the "Strategic Review"), and appointed Rothschild & Co as its sole financial adviser. The Founder Shareholders were supportive of the Strategic Review.

The Takeover Panel agreed that any discussions with third parties in relation to an offer for the Company would take place within the context of a "Formal Sale Process" and granted a dispensation from the requirements of Rule 2.6(a) of the Code such that any party participating in the Formal Sale Process would not be subject to the 28-day deadline referred to in Rule 2.6(a) for so long as it continued to participate.

On 27 May 2026, the Board of PPHE announced it had received an indicative proposal from Fattal Hotel Group ("Fattal") regarding a possible cash offer for the Company at a price of £22.00 per share (the "Fattal Proposal"). The Board also announced that it had evaluated the Fattal Proposal together with its Rule 3 adviser and unanimously determined that the Fattal Proposal represents fair value.

At this point, the Board formed an independent offer committee ("Independent Committee") which excludes Roni Hirsch, representative Director of Euro Plaza Holdings.

Fattal subsequently announced confirmation that it had submitted the proposal and that it was interested in discussing with the Board of Directors of PPHE and its representatives potential structures for such a transaction.

The Independent Committee has since consulted widely with a significant proportion of PPHE shareholders, representing in aggregate approximately 83 per. cent of the Company's issued share capital, to seek feedback on the proposal.

Euro Plaza Holdings, which holds approximately 33% of the Company's issued share capital, has informed the Independent Committee that it is opposed to the Fattal Proposal.

Fattal has recently informed the PPHE Board that it would not be prepared to proceed with the Fattal Proposal in circumstances where Euro Plaza Holdings is opposed to such an offer.

Accordingly, the Independent Committee has concluded that the Fattal Proposal is not capable of being delivered in its current form.

Subsequent to the Fattal Proposal, on 31 May 2026 the Company received an indicative proposal from another interested party. This interest is at a very preliminary stage and is currently being assessed.

The Board of PPHE is mindful that the Strategic Review process has been a full and thorough process conducted over a period of more than 7 months and intends to conclude the process as expeditiously as possible.

There can be no certainty that any offer for the Company will be made. A further announcement will be made as appropriate.

As previously announced by the Company, the Takeover Panel has granted a dispensation from the requirements of Rule 2.6(a) of the Code in relation to the formal sale process being conducted by the Company such that any interested party participating in the formal sale process will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code for so long as it is participating in the formal sale process. Accordingly, for so long as Fattal continues to participate in the formal sale process, Fattal will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code.

For the purposes of Note 3 on Rule 2.5 of the Code, this announcement has been made without the consent of Fattal.

Notice related to financial adviser

Rule 26.1 disclosure

Additional Information