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

Jul 26, 2018

RB 42/2018 Share Purchase Agreement - TELE PIZZA, S.A.U.;AmRest HoldingsSE ("AmRest") announces the signing of a Share Purchase Agreement("SPA"), dated July 26th, 2018, between AmRest Sp. z o.o. ("AmRestPoland") and TELE PIZZA, S.A.U. ("Seller"). Pursuant to SPA AmRestPoland will acquire 100% shares of TELEPIZZA POLAND Sp. z o.o.("Telepizza Poland") at an estimated price of ca. EUR 8m. The finalpurchase price will be determined at the day of closing thetransaction.;Telepizza Poland is the master franchisee of Telepizzarestaurants across Poland and is fully owned by the Seller. CurrentlyTelepizza Poland operates 107 restaurants, both in equity (36 units) andfranchise (71 locations) business model.;In the past fiscal year thenetwork generated system sales of approx. PLN 103m. The consolidatedrevenue of Telepizza Poland amounted to about PLN 73.3m.;Both partiesintend to close the transaction within the next couple of months("Completion"). The completion is contingent upon a number ofconditions, such as: obtaining antitrust approvals (CCPO), consent ofeach bank providing financing of the ongoing business activity of bothparties of the SPA, conclusion of a license agreement with the Sellerauthorizing Telepizza Polska to continue operation of its business andno occurrence of the material adverse change events ("MAC").;Theacquisition of Telepizza Poland fits well to AmRest's strategy and thecreation of the leading pizza business across Europe in both dine-in anddelivery channel.;Legal act: Art. 17 Sec. 1 of Regulation (EU) No596/2014 of The European Parliament and of The Council of 16 April 2014on market abuse (Market Abuse Regulation) and repealing Directive2003/6/EC of the European Parliament and of the Council and CommissionDirectives 2003/124/EC, 2003/125/EC and 2004/72/EC