Pphe Hotel Regulatory News (PPH)

14 Oct 2009 15:15



14 October 2009

Park Plaza Hotels Limited

("Park Plaza" or the "Company")

Share Dealings

The Company has been notified that the family of Mr Eli Papouchado, the chairman of Park Plaza, and their related trusts have reorganised their interests in the Company among themselves. Such reorganisation has not resulted in any change in the total number of shares in which Mr Eli Papouchado's family and related trusts are interested or in the voting arrangements between the Red Sea Group and Molteno Limited ("Molteno"). Further details are set out below.

Park Plaza announces that it received notification on 14 October 2009 that the entire issued share capital of Euro Plaza Holdings B.V. ("Euro Plaza"), a substantial shareholder in Park Plaza, was sold on 14 October 2009 by Atlantic Pacific Enterprises B.V. ("Atlantic Pacific") to Southern Hotels Holdings & Investments Israel B.V. ("Southern Holdings"). Euro Plaza currently holds 18,235,300 ordinary shares of nil par value in Park Plaza (representing approximately 44.68% of its issued share capital). 

As a result, Southern Holdings, which is ultimately controlled by Mr Eli Papouchado acting in his capacity as trustee of an endowment established under the laws of Israel for the benefit of his sons, Mr Yoav Papouchado and Mr Avner Papouchado and their respective children, has become interested in the Park Plaza shares held by Euro Plaza, as have A.P.Y. Investments & Real Estate Ltd., Red Sea Hotels Ltd. and Red Sea Club Ltd. ("RSC"), the intermediate holding companies of Southern Holdings.

Atlantic Pacific, which is ultimately controlled by the YP Descendants' Trust (a trust established for the children of Mr Yoav Papouchado) and the AP Descendants' Trust (a trust established for the children of Mr Avner Papouchado), has ceased to be interested in the Park Plaza shares held by Euro Plaza, as have the intermediate holding companies of Atlantic Pacific, namely Peninsula International Enterprises Ltd., Three Continents Holdings Ltd. and Horizon Enterprises B.V.. 

The Takeover Panel has confirmed on an ex parte basis that no consequences arise under the Takeover Code as a result of the transaction described above.

Mr Eli Papouchado continues to be deemed to be interested in the Park Plaza shares held by Euro Plaza. As previously disclosed, he is also interested in shares held directly by RSC and PPHL Holding B.V. ("PPHL Holding"). Mr Papouchado's aggregate interest is as described below:

Note: These shares have been pledged as disclosed on 17 December 2008.

As announced previously and disclosed in Park Plaza's Admission Document, the trustee of the Princeton Trust, the ultimate controlling shareholder of Molteno which owns 7,500,000 Park Plaza shares (representing approximately 18.4% of Park Plaza's issued share capital), has agreed with Euro Plaza, a member of the Red Sea Group, that for so long as their combined interests in the Company are not less than 38% and the Red Sea Group's interest in the Company is at least 26.5% of the issued share capital, the Princeton Trust will vote its shares at general meetings of shareholders in a consistent manner with the votes cast by the Red Sea Group.

The trustee of the Princeton Trust has confirmed that this agreement is unaffected by the transaction mentioned above and therefore Euro Plaza and Molteno continue to be deemed to be acting in concert for the purposes of Rule 9 of the Takeover Code. Euro Plaza and Molteno between them hold more than 50% of the Company's voting rights and (for so long as they continue to be treated as acting in concert) may accordingly increase their aggregate interests in shares without incurring any obligation under Rule 9 to make a general offer, although individual members of the concert party will not be able to increase their percentage interest in shares through or between a Rule 9 threshold without Takeover Panel consent. 

For further details on the Takeover Code, please refer to www.thetakeoverpanel.org.uk.

Enquiries:

* The Princeton Trust is a discretionary trust established under the laws of the British Virgin Islands by Boris Ivesha, the Company's Chief Executive Officer.