RB 16/2016 Sale and Purchase Agreement – StarbucksCoffee Deutschland Ltd.& Co. KG
20-04-2016

Management Board of AmRest Holdings SE (“AmRest”, the”Company”) announces the signing of a Sale and Purchase Agreement (the “SPA”), dated April 19th, 2016, between AmRest Capital ZRT (“Buyer 1”), AmRest Kaffee Sp. z o.o. („Buyer 2”) (collectively „Buyers”), AmRest Work Sp. z o.o. (“New General Partner”) and AmRest Holdings SE (“Guarantor”), Starbucks Coffee EMEA B.V. (“Seller”) and Starbucks EMEA Ltd (“Hitherto General Partner”). Under the terms of the SPA Buyers acquires 100% partnership interest in StarbucksCoffee Deutschland Ltd.& Co. KG (“Starbucks Deutschland”) and the Hitherto General Partner of Starbucks Deutschland is replaced with New General Partner.Estimated purchase price is expected at ca. EUR 41 million (ca. PLN 178 million). Final purchase price will be determined as at the day of the transaction closing.

Starbucks Deutschland is an operator of Starbucks stores in Germany (which are the subject of SPA) and a subsidiary of Starbucks Corporation - the owner of the Starbucks brand. Currently Starbucks Deutschland manages 144 equity restaurants in dozens cities across the country. Estimated revenues of Starbucks Deutschland in the financial year 2015 amounted to approx. EUR 131 million (ca. PLN 564 million) and EBITDA profit calculated for the purpose of purchase price estimation stood  at approx. EUR 6 million (ca. PLN 25 million).

The parties of SPA intend to close the transaction by the end of May 22nd, 2016 (“Completion”). The SPA does not provide for additional conditions the Completion is contingent upon, beyond the standard material adverse change clause (“MAC”). SPA shall enter into force on May 23rd, 2016. On or before that day, Starbucks Deutschland will be renamed to AmRest Coffee Deutschland Sp. z o.o. & Co. KG (“AmRest Coffee Deutschland”).

Simultaneously, Management Board of AmRest informs that StarbucksCoffee Deutschland, Starbucks EMEA LTD and Starbucks Manufacturing EMEA B.V. (collectively: “Starbucks”) signed on April 19th, 2016 the Area Development and Operation Agreement and Supply Agreement regarding the rights and license to develop, own and operate Starbucks stores in Germany (collectively: the “Agreements”). Agreements are conditional and will come into force after the Completion of the SPA.

The Agreements are concluded for a period of 15 years from the date of their entry into force, with an option to extend the term for additional 5 years upon the fulfillment of certain conditions.

The key fees and costs to be borne by the
AmRest Coffee Deutschland will be:

- the initial franchise fee of USD 25 thousand (ca. PLN 95 thousand) for each new location opened,

- the continuing licensing and service fee equal to 6% of sales revenues of each Starbucks store,

- a local marketing spend obligation is to be mutually agreed annually (for the first year of the Agreements, the amount shall be 4 percent of sales).

AmRest Coffee Deutschland agrees to open and operate Starbucks stores in strict accordance with the development schedule specified in the Agreements. If AmRest Coffee Deutschland fails to meet the development obligations, Starbucks will have the right to charge a development default fee or to terminate the Agreements. The Agreements include the provision concerning the purchase of coffee and other basic supplies either from Starbucks or other approved or designated suppliers.

In the opinion of the Management Board of AmRest there is a great potential for development of Starbucks brand in the German market. The Company's intention is to triple the scale of that business within the coming years.

Announced acquisition is another milestone in building the leading position of AmRest in European restaurant market. Management Board of the Company believes that the addition of well positioned Starbucks business in Germany will contribute to value creation for AmRest’s  shareholders.

 

Legal act:

Art. 56 Sec. 1 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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