TIDMPPH
RNS Number : 1530Z
PPHE Hotel Group Limited
15 May 2019
PPHE Hotel Group Limited
("PPHE Hotel Group" or the "Company")
Result of Annual General Meeting
PPHE Hotel Group confirms that at the Company's Annual General
Meeting held at 12 noon on 15 May 2019, all of the resolutions were
passed by means of a poll. The votes cast for resolutions 8 to 10
relating to the re-election of the independent Directors were duly
passed by both a majority of the votes cast by the independent
shareholders as well as by a majority of votes cast by all
shareholders. These votes have been calculated separately and are
shown below (independent shareholder votes cast being marked
**).
Amongst other matters, shareholders approved the dividend
payment of 19 pence per share. This will be paid on 20 May 2019 to
all shareholders who were on the register on 26 April 2019.
The full text of each resolution was included in the Company's
Notice of the Annual General Meeting posted to shareholders on 27
February 2019 and made available on the Company's website
www.pphe.com. The following table shows the results of the votes
cast.
Resolution Total For(*) Against(*) Withheld
votes
cast
Number % Number %
------------ -------- ------------ --------
Ordinary resolutions
To receive the Annual
1 Report and Accounts 25,893,876 25,007,112 98.73 321,594 1.27 565,170
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To declare a final
dividend of 19 pence
per ordinary share
2 be authorised 25,893,876 25,893,876 100 0 0 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To re-appoint Kost
Forer Gabbay & Kasierer,
a member of Ernst
& Young Global, as
3 auditor of the Company 25,893,876 25,891,272 99.99 2,604 0.01 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To authorise the
Directors to determine
4 the auditors' Remuneration 25,893,876 25,734,640 99.39 159,236 0.61 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To re-appoint Eli
Papouchado as a Director
5 of the Company 25,893,876 23,532,369 93.92 1,524,148 6.08 837,359
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To re-appoint Boris
Ivesha, as a Director
6 of the Company 25,893,876 24,436,384 94.37 1,457,492 5.63 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To re-appoint Daniel
Kos, as a Director
7 of the Company 25,893,876 24,436,384 94.37 1,457,492 5.63 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To re-appoint Kevin
McAuliffe as a Director
8 of the Company 25,893,876 23,569,039 91.02 2,324,837 8.98 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
7,519,059** 5,194,222** 69.08** 2,324,837** 30.92** 0**
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To re-appoint Nigel
Jones as a Director
9 of the Company 25,893,876 23,569,039 93.05 1,759,667 6.95 565,170
---------------------------- ------------ ------------ -------- ------------ -------- ----------
7,519,059** 5,194,222** 74.70** 1,759,667** 25.30** 565,170**
---------------------------- ------------ ------------ -------- ------------ -------- ----------
To re-appoint Dawn
Morgan as a Director
10 of the Company 25,893,876 25,891,343 99.99 2,533 0.01 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
7,519,059** 7,516,526** 99.97** 2,533** 0.03** 0**
---------------------------- ------------ ------------ -------- ------------ -------- ----------
Special resolutions
Authority to purchase
11 own shares 25,893,876 25,893,876 100 0 0 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
Authority for Directors
12 to allot shares 25,893,876 24,456,251 94.45 1,437,500 5.55 125
---------------------------- ------------ ------------ -------- ------------ -------- ----------
General authority
to disapply pre-emption
13 rights 25,893,876 24,356,251 94.06 1,537,500 5.94 125
---------------------------- ------------ ------------ -------- ------------ -------- ----------
Additional authority
to disapply pre-emption
14 rights 25,893,876 24,356,376 94.06 1,537,500 5.94 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
Amendment to the
Company's articles
15 of incorporation 25,893,876 25,893,876 100 0 0 0
---------------------------- ------------ ------------ -------- ------------ -------- ----------
* Includes discretionary votes
** Votes cast by independent shareholders.
The Board is pleased with the support from shareholders for the
majority of the resolutions but notes the significant minority
votes (representing 30.92% and 25.30% of independent votes
respectively), against resolutions 8 and 9: the re-appointments of
Kevin McAuliffe and Nigel Jones. The Board is of the opinion that
the votes against Mr McAuliffe and Mr Jones are likely to be due to
the fact that each has served on the Board for more than 11 years.
Nine or more years of service is regarded by the UK Corporate
Governance Code (the Code) as a circumstance likely to impair (or
which could appear to impair) a non-executive director's
independence. This perceived independence issue may have also led
to concerns regarding the composition of the audit and remuneration
committees of the Board which should both be fully independent with
at least two independent non-executive directors.
The Board gave careful consideration to the independence of Mr
McAuliffe and Mr Jones when proposing them for re-election,
including their tenure as directors, noting in particular the
guidance set out in the Code. Notwithstanding this, the Board
determined that both Mr McAuliffe and Mr Jones continue to be
independent in character and judgment and both make important
contributions to the functioning of the Board taking into account
their wealth of experience.
As mentioned in the Annual Report and Accounts, it is the
Board's current intention to increase the number of independent
non-executive directors on the Board during the course of the 2019
financial year and the Company has been taking proactive steps to
seek to identify suitable candidates. The Company will keep
shareholders updated on further progress in this respect.
Furthermore, as also announced in the Annual Report and Accounts,
Kevin McAuliffe's membership of the Audit Committee came to an end
at the Annual General Meeting. The Board takes the views of its
shareholders seriously and the Company intends to engage with
shareholders to better understand their concerns with a view to
identifying how such concerns can be addressed. An update on the
results of this engagement and the actions to be taken will be
published in due course.
In accordance with the Listing Rules a copy of each of the
resolutions passed at the Annual General Meeting has been forwarded
to the UK Listing Authority and will shortly be available for
inspection at the following location:
www.morningstar.co.uk/uk/NSM.
Enquiries:
PPHE Hotel Group Limited Tel: +31 20 717 8600
Daniel Kos, Chief Financial Officer & Executive Director
Robert Henke, Executive Vice President of Corporate Affairs
Tulchan Communications Tel: +44 207 353 4200
David Allchurch/Jessica Reid
Notes to editors:
PPHE Hotel Group is an international hospitality real estate
company, with a GBP1.6 billion portfolio of primarily prime
freehold and long leasehold assets in Europe.
The Group's guiding principle is to generate attractive returns
from operations and long--term capital appreciation.
Through its subsidiaries, jointly controlled entities and
associates it owns, co--owns, develops, leases, operates and
franchises hospitality real estate. Its primary focus is
full--service upscale, upper upscale and lifestyle hotels in major
gateway cities and regional centres, as well as hotel, resort and
campsite properties in select resort destinations.
The Group benefits from having an exclusive and perpetual
licence from the Radisson Hotel Group, one of the world's largest
hotel groups, to develop and operate Park Plaza(R) branded hotels
and resorts in Europe, the Middle East and Africa. In addition, the
Group wholly owns, and operates under, the art'otel(R) brand and
its Croatian subsidiary owns, and operates under, the Arena Hotels
& Apartments(R) and Arena Campsites(R) brands. This
multi--brand approach enables the Group to develop and operate
properties across several segments of the hospitality market.
The Group is one of the largest owner/operators of hotels in
central London and its property portfolio comprises of 38 hotels
and resorts in operation, offering a total of approximately 8,800
rooms and 8 campsites, offering approximately 6,000 units. The
Group's development pipeline includes two new hotels in London and
one in New York City which are expected to add an additional 600
rooms by the end of 2022/2023.
PPHE Hotel Group is a Guernsey registered company and its shares
are listed on the Premium Listing segment of the Main Market of the
London Stock Exchange. PPHE Hotel Group also holds a controlling
ownership interest (51.97% of the share capital) in Arena
Hospitality Group, whose shares are listed on the Zagreb Stock
Exchange.
Company websites:
www.pphe.com
www.arenahospitalitygroup.com
For reservations:
www.parkplaza.com
www.artotels.com
www.arenahotels.com
www.arenacampsites.com
For images and logos visit:
www.vfmii.com/parkplaza
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Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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END
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