PLAYA HOTELS& RESORTS N.V. (NASDAQ:PLYA) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Annual General Meeting

On June21, 2017, Playa Hotels Resorts N.V. (the Company) held its
annual general meeting of shareholders (the AGM) at which the
Companys shareholders approved (i)the adoption of the Dutch
Statutory Annual Accounts for the fiscal year ended December31,
2016 for each of Playa Hotels Resorts B.V. (the Companys
predecessor) and Porto Holdco B.V. (the Company under its prior
name and legal form) and (ii)the discharge from liability for the
Companys directors with respect to the performance of their
duties in 2016.

As of the close of business on May24, 2017, the record date for
the AGM (the Record Date), there were issued and outstanding
104,457,026 ordinary shares of the Company entitled to vote at
the AGM. As of the Record Date, there were no preferred shares of
the Company issued and outstanding. At least one-third of the
issued and outstanding share capital were present or represented
at the AGM with respect to each proposal below, constituting a
quorum for each such proposal. The certified results of the
matters voted on at the AGM are set forth below.

Proposal No.1 Adoption of the Dutch Statutory Annual
Accounts for the fiscal year ended December31, 2016 for each of
Playa Hotels Resorts B.V. and Porto Holdco B.V.:

The proposal received the affirmative vote of a majority of the
votes cast by shareholders entitled to vote and therefore passed.

Proposal No.2 Discharge of the Companys directors from
liability with respect to the performance of their duties during
the fiscal year ended December31, 2016:

The proposal received the affirmative vote of a majority of the
votes cast by shareholders entitled to vote and therefore passed.

Under Dutch law and the Companys articles of association, shares
abstaining from voting will not count as votes cast at the AGM,
but will count as shares present. Broker non-votes will not count
as shares present at the AGM or for the purpose of determining
the number of votes cast.

Consent Solicitation

As previously disclosed in the definitive consent solicitation
materials filed by the Company with the U.S. Securities and
Exchange Commission on June6, 2017, in connection with the
Companys offer to each holder of the Companys public and private
warrants to purchaseone-thirdof one ordinary share of the Company
(Ordinary Share) for a purchase price ofone-thirdof $11.50 (the
Warrants) to receive 0.1 Ordinary Shares in exchange for each
Warrant tendered by the holder and exchanged to the offer (the
Offer), the Company solicited consents (the Consent Solicitation)
from holders of the Warrants to approve an amendment (the Warrant
Amendment) to the warrant agreement relating to the Warrants to
provide the Company with the right to require the holders of
Warrants not tendered in the Offer to exchange their Warrants for
Ordinary Shares of the Company at an exchange ratio of 0.09
ordinary shares for each Warrant.

The Offer and Consent Solicitation expired at 11:59 p.m. Eastern
Daylight Time on June19, 2017. A total of 65,933,459 Warrants, or
approximately 98.4081% of the 67,000,000 outstanding Warrants,
were properly tendered and not withdrawn in the Offer, and were
therefore deemed to have consented to the Warrant Amendment.
Because consents were received from holders of more than 65% of
the Companys Warrants, the Warrant Amendment was approved. The
Company plans to exercise its right under the Warrant Amendment
and exchange any remaining outstanding Warrants at an exchange
ratio of 0.09 ordinary shares for each Warrant. This exchange is
expected to take place on July17, 2017.

The Company issued 6,593,321 Ordinary Shares in exchange for the
Warrants tendered in the Offer, resulting in a total of
110,109,076 Ordinary Shares outstanding as of June 23, 2017 as
well as 1,666,883 restricted shares granted to the Companys 2017
Omnibus Incentive Plan.

Item8.01 Other Information.

On June23, 2017, the Company issued a press release announcing
the closing of the Offer and the Consent Solicitation.

A copy of the press release is attached as Exhibit 99.1 and is
incorporated by reference herein.

Playa Hotels & Resorts N.V. Exhibit
EX-99.1 2 d411710dex991.htm EX-99.1 EX-99.1 Exhibit 99.1       Playa Hotels & Resorts N.V. Announces Closing of Warrant Exchange Offer FAIRFAX,…
To view the full exhibit click here
About PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA)

Playa Hotels & Resorts NV is based in the Netherlands and operates hotels and resorts. The Company owns, operates and develops all-inclusive resorts in beachfront locations in vacation destinations in Mexico and the Caribbean. It owns a portfolio consisting of more than 10 resorts located in Mexico, the Dominican Republic and Jamaica. The Company owns and manages Hyatt Zilara and Hyatt Ziva Cancun, Hyatt Ziva and Hyatt Zilara Rose Hall Jamaica, Hyatt Ziva Puerto Vallarta and Hyatt Ziva Los Cabos. It also owns and operates three resorts under Playa’s brands, THE Royal and Gran Resorts, as well as five resorts in Mexico and the Dominican Republic that are managed by a third party. The Company also offers and organizes weddings and other events in their hotels.

PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) Recent Trading Information

PLAYA HOTELS & RESORTS N.V. (NASDAQ:PLYA) closed its last trading session up +0.09 at 11.68 with 259,843 shares trading hands.