Last checked at 3 Jul 2008 07:00
3 July 2008
Park Plaza Hotels Limited
("Park Plaza" or "the Company")
Share Dealings
PPHL Holding B.V. ("PPHL Holding") is owned 70% by Euro Plaza Holdings B.V. ("Euro Plaza") and 30% by Rausing Limited, a company wholly owned by Molteno Limited ("Molteno"). Both Euro Plaza and Molteno are significant shareholders of Park Plaza and are deemed to be interested in 100% of the shares acquired by PPHL Holding.
As disclosed in the Park Plaza Admission Document, Eli Papouchado, Park Plaza's Chairman, is deemed to be interested in shares held by Euro Plaza and Boris Ivesha, Park Plaza's CEO, is deemed to be interested in shares held by Molteno. Both Eli Papouchado and Boris Ivesha are therefore deemed to be interested in 100% of the shares acquired by PPHL Holding.
Details of the directors' resultant holdings are as follows:
| Eli Papouchado / Euro Plaza(1) | Boris Ivesha / Molteno(2) | |||
| Shares | % | Shares | % | |
| Shares owned directly | 17,376,900 | 41.69 | 7,500,000 | 18.00 |
| Shares owned by PPHL Holding | 339,024 | 0.82 | 339,024 | 0.81 |
| Deemed total interest | 17,715,924 | 42.51 | 7,839,024 | 18.81 |
As disclosed in the Admission Document, the trustee of the Princeton Trust, the ultimate controlling shareholder of Molteno, 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.
As a result of this agreement, Euro Plaza and Molteno are 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 per cent 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:
| Park Plaza Hotels | Tel: +44 (0)20 7034 4800 |
| Chen Moravsky, Chief Financial Officer | |
| Hudson Sandler | Tel: +44 (0)20 7796 4133 |
| Jessica Rouleau / Wendy Baker |
1) The AP Descendants' Trust (a trust established under the laws of the Cayman Islands for the children of Mr Avner Papouchado), the YP Descendants' Trust (a trust established under the laws of the Cayman Islands for the children of Mr Yoav Papouchado), Peninsula International Enterprises Ltd., Three Continents Holdings Ltd., Horizon Enterprises B.V. and Atlantic Pacific are also interested in these shares by virtue of their controlling interest in Euro Plaza.
(2) The Princeton Trust (a discretionary trust established under the laws of the British Virgin Islands by Boris Ivesha) is also interested in these shares as a result of its controlling interest in Molteno.