RB 133/2016 Disclosure of Shareholding – Finaccess Group
28-09-2016

The Management Board of AmRest Holdings SE (“AmRest”, “the Company”) informs that it received on September 28th, 2016 a notification from:

  1. Cullinan S.à.r.l., a company organized under the laws of the Grand Duchy of the Luxembourg, with its registered office in Luxembourg, L-8308 Capellen, 75, Parc d’Activités (hereinafter referred as the “Cullinan”),

  2. FCapital Dutch, B.V., a company organized under the laws of the Netherlands, with its registered office in Amsterdam, Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (hereinafter referred as the “FCapital”),

  3. Inmobiliaria Tabga, S.A. de C.V., a company organized under the laws of United Mexican States, with its registered office in Paseo de la Reforma 1435 Lomas de Chapultepec, 11000 Ciudad de México, Mexico (hereinafter referred as the “Tabga”),

  4. Finaccess Capital, S.A. de C.V. a company organized under the laws of United Mexican States, with its registered office in Paseo de la Reforma 1435 Lomas de Chapultepec, 11000 Ciudad de México, Mexico (hereinafter referred as the “Finaccess”),

  5. Grupo Finaccess S.A.P.I. de C.V., a company organized under the laws of United Mexican States, with its registered office in Paseo de la Reforma 1435 Lomas de Chapultepec, 11000 Ciudad de México, Mexico (hereinafter referred as the “Grupo Finaccess”),

  6. Grupo Far-Luca, S.A. de C.V. a company organized under the laws of United Mexican States, with its registered office in Paseo de la Reforma 1435 Lomas de Chapultepec, 11000 Ciudad de México, Mexico (hereinafter referred as the “Grupo Far-Luca”),

  7. Carlos Fernández González, holding a Mexican Passport (hereinafter referred as “Mr. Fernández”),

that on September 22nd, 2016 Grupo Far-Luca, as a result of an acquisition of 63.82% shares in Grupo Finaccess, indirectly acquired, through its subsidiaries Grupo Finaccess, Finaccess, Tabga and FCapital 6,726,790 shares of AmRest representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders. Consequently its dominant entity Mr. Fernández also indirectly acquired through its subsidiaries Grupo Far-Luca, Grupo Finaccess, Finaccess, Tabga and FCapital 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders.

 

Furthermore, on September 23rd, 2016, as a result of the settlement of the tender offer for sale of shares in the Company announced by FCapital (the “Tender Offer”)

(i)            Cullinan directly acquired 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362 votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

(ii)           FCapital (directly dominant entity of Cullinan) indirectly acquired (through Cullinan) 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362 votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

(iii)          Tabga (directly dominant entity of FCapital) indirectly acquired (through Cullinan and FCapital) 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362 votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

(iv)         Finaccess (directly dominant entity of Tabga) indirectly acquired (through Cullinan, FCapital and Tabga) 6,394,362  shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362  votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

(v)          Grupo Finaccess (directly dominant entity of Finaccess) indirectly acquired (through Cullinan, FCapital, Tabga and Finaccess) 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362  votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

(vi)         Grupo Far-Luca (directly dominant entity of Grupo Finaccess) indirectly acquired (through Cullinan, FCapital, Tabga Finaccess and Grupo Finacess) 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362  votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

(vii)        Mr. Fernández (directly dominant person of Grupo Far-Luca) indirectly acquired (through Cullinan, FCapital, Tabga, Finaccess, Grupo Finaccess and Grupo Far-Luca) 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362 votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders.

 

As a result of the Tender Offer:

(i)            Cullinan directly increased its share in the total amount of votes at the Company’s General Meeting of Shareholders up to the amount of app. 30.14%, what caused crossing threshold of 30.14% of total number of votes thereat;

(ii)           FCapital, Tabga, Finaccess, Grupo Finacces, Grupo Far-Luca and Mr. Fernández indirectly increased their share in the total amount of votes at the Company’s General Meeting of Shareholders up to the amount of app. 61.85%, what caused crossing threshold of 61.85% of total number of votes thereat.

 

As a result of the settlement of the Tender Offer:

1.            Cullinan directly holds 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362 votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

2.            FCapital holds 13,121,152 shares of the Company representing app. 61,85% of the total number of shares of the Company, which entitle to exercise 13,121,152 votes at the Company’s General Meeting of Shareholders, constituting app. 61,85% of total number of votes at the Company’s General Meeting of Shareholders, out of which:

(i)            it directly holds 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders,

(ii)           it indirectly (through Cullinan) holds 6,394,362 shares of the Company representing app. 30.14% of the total number of shares of the Company, which entitle to exercise 6,394,362 votes at the Company’s General Meeting of Shareholders, constituting app. 30.14% of total number of votes at the Company’s General Meeting of Shareholders;

3.            Tabga indirectly (through Cullinan and FCapital) holds 13,121,152 shares of the Company representing app. 61.85% of the total number of shares of the Company, which entitle to exercise 13,121,152 votes at the Company’s General Meeting of Shareholders, constituting app. 61.85% of total number of votes at the Company’s General Meeting of Shareholders;

4.            Finaccess indirectly (through Cullinan, FCapital and Tabga) holds 13,121,152 shares of the Company representing app. 61.85% of the total number of shares of the Company, which entitle to exercise 13,121,152 votes at the Company’s General Meeting of Shareholders, constituting app. 61.85% of total number of votes at the Company’s General Meeting of Shareholders;

5.            Grupo Finaccess indirectly (through Cullinan, FCapital, Tabga and Finaccess) holds 13,121,152 shares of the Company representing app. 61.85% of the total number of shares of the Company, which entitle to exercise 13,121,152 votes at the Company’s General Meeting of Shareholders, constituting app. 61.85% of total number of votes at the Company’s General Meeting of Shareholders;

6.            Grupo Far-Luca indirectly (through Cullinan, FCapital, Tabga, Finaccess and Grupo Finaccess) holds 13,121,152 shares of the Company representing app. 61.85% of the total number of shares of the Company, which entitle to exercise 13,121,152 votes at the Company’s General Meeting of Shareholders, constituting app. 61.85% of total number of votes at the Company’s General Meeting of Shareholders;

7.            Mr. Fernández indirectly (through Cullinan, FCapital, Tabga, Finaccess, Grupo Finaccess and Grupo Far-Luca) holds 13,121,152 shares of the Company representing app. 61.85% of the total number of shares of the Company, which entitle to exercise 13,121,152 votes at the Company’s General Meeting of Shareholders, constituting app. 61.85% of total number of votes at the Company’s General Meeting of Shareholders.

 

Prior to acquisition of shares in Grupo Finaccess, Grupo Far-Luca did not hold directly or indirectly any shares of the Company and Mr. Fernández indirectly (through Grupo Finaccess, FCapital, Tabga and Finaccess) held 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders.

 

Prior to the settlement of the Tender Offer:

1.            Cullinan did not hold directly or indirectly any shares of the Company.

2.            FCapital directly held 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders.

3.            Tabga indirectly (through FCapital) held 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders.

4.            Finaccess indirectly (through FCapital and Tabga) held 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders;

5.            Grupo Finaccess indirectly (through FCapital, Tabga and Finaccess) held 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders;

6.            Grupo Far-Luca indirectly (through FCapital, Tabga, Finaccess and Grupo Finaccess) held 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders;

7.            Mr. Fernández indirectly (through FCapital, Tabga, Finaccess, Grupo Finaccess and Grupo Far-Luca) held 6,726,790 shares of the Company representing app. 31.71% of the total number of shares of the Company, which entitle to exercise 6,726,790 votes at the Company’s General Meeting of Shareholders, constituting app. 31.71% of total number of votes at the Company’s General Meeting of Shareholders.

 

Cullinan notified that it did not have any controlled entities.

FCapital further notified that its controlled entities, other than Cullinan, did not hold any shares of the Company.

Tabga, Finaccess, Grupo Finaccess, Grupo Far-Luca and Mr. Fernández further notified that, with respect of each of them, their controlled entities, other than Cullinan and FCapital, did not hold any shares of the Company.

Additionally, Cullinan, FCapital, Tabga, Finaccess, Grupo Finaccess, Grupo Far-Luca and Mr. Fernández informed that, with respect of each of them, there were no persons or entities referred to in Article 87 section 1 point 3 c) of the Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005.

Furthermore, Cullinan, FCapital, Tabga, Finaccess, Grupo Finaccess, Grupo Far-Luca  and Mr. Fernández informed that, with respect of each of them, they did not hold, acquire or dispose any instruments referred to in Article 69b section 1 of the above mentioned Act on public offering.

 

Legal act: 

Art. 70 Point 1 of Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005

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