AmRest Holdings S.E. — M&A Activity 2018

Jul 27, 2018

RB 45/2018 Share Purchase Agreement to acquire Sushi Shop Group SAS;Withreference to the regulatory announcement RB 41/2018 dated July 25th,2018 AmRest Holdings SE ("AmRest", the "Company") announces that aftersuccessful consultation with the workers council of Sushi Shop Group SAS("Sushi Shop") the Company signed on July 24th, 2018 the Share PurchaseAgreement ("SPA") with Mr. Grégory Marciano, Naxicap Partners SA andremaining sellers (jointly "Sellers") aimed at the acquisition by AmRestof 100% shares in Sushi Shop.;The purchase price based on EnterpriseValue (on the cash-free and debt-free basis) will amount to approx. EUR240 million, of which an equivalent of EUR 13 million is to be paid toMr. Grégory Marciano and Mr. Adrien de Schompré in the AmRest's shares.Additionally, an amount of up to EUR 10 million (earn-out) will be paidto the Sellers upon Sushi Shop reaching certain financial KPI's for2018.;The parties of the SPA intend to close the transaction within thenext couple of months ("Completion"), which will be a subject obtainingclearance by the relevant antitrust authorities and lack of the materialadverse change ("MAC").;As a result of the Completion AmRest will becomean owner of the leading European chain of Japanese cuisine restaurantscomprising of 165 stores, of which about one third are restaurants runby franchisees.;Legal act: Art. 17 Sec. 1 of Regulation (EU) No 596/2014of The European Parliament and of The Council of 16 April 2014 on marketabuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC