Offer period in relation to PPHE Hotel Group Limited (PPHE) resulting from the announcement made by Eli Papouchado and Boris Ivesha (the Controlling Shareholders) on 14 November 2025 (the Offer Period).
THIS SECTION OF THE WEBSITE (THE MICROSITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER PERIOD (TOGETHER, THE INFORMATION) PUBLISHED BY PPHE AND/OR THE CONTROLLING SHAREHOLDERS RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY WHICH PPHE REGARDS AS UNDULY ONEROUS (A RESTRICTED JURISDICTION).
Basis of access to the Microsite
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Microsite. This notice may be amended or updated by PPHE from time to time and accordingly it should be read carefully in full each time you wish to view the Microsite. In addition, the contents of the Microsite, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of PPHE.
Any person seeking access to the Microsite represents and warrants to PPHE that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in PPHE. Further, it does not constitute a recommendation by PPHE or any other party to sell or buy securities in PPHE.
The Offer Period does not represent a firm intention to make an offer under Rule 2.7 of Code and there can be no certainty that any offer will ultimately be made.
PPHE shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer Period. Any shareholder action required in connection with the Offer Period will be set out in documents sent to or made available to PPHE’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Overseas persons
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
You should not download, mail, forward, distribute, send or share the Information contained in this Microsite with any person. In particular, you should not mail, forward, distribute or send the Information contained on this Microsite to any Restricted Jurisdiction.
The Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
Forward looking statements
The Information may contain "forward-looking statements" relating to PPHE and the Controlling Shareholders and the business sectors in which they operate. Generally, the words will, may, should, continue, believes, expects, intends, anticipates, forecast, plan and project or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions and the behaviour of other market participants. PPHE cannot give any assurance that the forward-looking statements will prove to have been correct. The reader should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of the relevant document(s). PPHE does not undertake any obligation to update or revise publicly any of the forward-looking statements set out in the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
Responsibility
In relation to any Information, the only responsibility accepted by the directors of PPHE is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither PPHE nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
PPHE’s financial adviser (Jefferies International Limited (Jefferies), authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for PPHE as financial adviser and no-one else in connection with the Offer Period and will not be responsible to anyone other than PPHE for providing the protections afforded to clients of PPHE’s financial adviser or for providing advice in relation to the Offer Period or any other matter referred to in the Information.
PPHE’s financial adviser (J.P. Morgan Cazenove (JPMC and together with Jefferies the Financial Advisers), authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for PPHE as financial adviser and no-one else in connection with the Offer Period and will not be responsible to anyone other than PPHE for providing the protections afforded to clients of PPHE’s financial adviser or for providing advice in relation to the Offer Period or any other matter referred to in the Information.
Neither the Financial Advisers nor any of their respective subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statue or otherwise) to any person who is not a client of the Financial Advisers in connection with this information, any statement contained in this information or otherwise.
THE DOCUMENTS IN THE MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on "I agree" below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
- warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
- agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to PPHE’s homepage.