RB 271/2017 Disclosure of Shareholding – Finaccess Group
24-11-2017

The Management Board of AmRest Holdings SE (“AmRest”, “the Company”) informs that it received on November 23rd, 2017 a notification from:

  1. FCapital Lux 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, registered with the Luxembourgish Commercial Registry (Registre de Commerce et des Sociétés) under number B195486 (hereinafter referred as the “FC Lux”),

  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, registered with trade register number 63846896 (hereinafter referred as the “FCapital”),

  3. Inmobiliaria Tabga, S.A. de C.V., a company organized under the laws of the United Mexican States, with its registered office in Paseo de la Reforma 1435 Lomas de Chapultepec, 11000 Ciudad de México, Mexico, registered with the Public Registry of Commerce under number 523461 - 1 (hereinafter referred as the “Tabga”),

  4. Finaccess Capital, S.A. de C.V. a company organized under the laws of the United Mexican States, with its registered office in Paseo de la Reforma 1435 Lomas de Chapultepec, 11000 Ciudad de México, Mexico, registered with the Public Registry of Commerce under number 470437-1 (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, registered with the Public Registry of Commerce under number 404553-1 (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, registered with the Public Registry of Commerce under number 264025 (hereinafter referred as the “Grupo Far-Luca”),

  7. Carlos Fernández–González, holding a Mexican Passport no. G09086337 (hereinafter referred as “Mr. Fernández”),

that on 23 November 2017 FC Lux purchased in a block trade transaction on the Warsaw Stock Exchange 550,000 shares of AmRest representing app. 2.59 % of the total number of shares of the Company, which entitle to exercise 550,000 votes at the Company’s General Meeting of Shareholders, constituting app. 2.59% of total number of votes at the Company’s General Meeting of Shareholders (“Transaction”).

 

Prior to the Transaction, FC Lux held 4,682,907 shares of the Company representing 22.07% of the total number of shares of the Company, which entitle to exercise 4,682,907 votes at the Company’s General Meeting of Shareholders, constituting app. 22.07% of total number of votes at the Company’s General Meeting of Shareholders.

Prior to the Transaction FCapital as a direct dominant entity of FC Lux, held 11,409,697   shares of the Company representing app. 53.78% of the total number of shares of the Company, which entitle to exercise 11,409,697 votes at the Company’s General Meeting of Shareholders, constituting app. 53.78% of total number of votes at the Company’s General Meeting of Shareholders, out of which:

(i)           it 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;

(ii)          it indirectly (through FC Lux) held 4,682,907 shares of the Company representing app. 22.07% of the total number of shares of the Company, which entitle to exercise 4.682.907 votes at the Company’s General Meeting of Shareholders, constituting app. 22.07% of total number of votes at the Company’s General Meeting of Shareholders.

Prior to the Transaction, Tabga, Finaccess, Grupo Finaccess, Grupo Far Luca and Mr. Fernández, as (direct or indirect) dominant entities of FC Lux and FCapital, held indirectly 11,409,697 shares of the Company representing app. 53.78% of the total number of shares of the Company, which entitle to exercise 11,409,697 votes at the Company’s General Meeting of Shareholders, constituting app. 53.78% of total number of votes at the Company’s General Meeting of Shareholders.

 

After the Transaction, FC Lux holds 5,232,907 shares of the Company representing app. 24.67% of the total number of shares of the Company, which entitle to exercise 5,232,907 votes at the Company’s General Meeting of Shareholders, constituting app. 24.67% of total number of votes at the Company’s General Meeting of Shareholders.

After the Transaction, FCapital as a direct dominant entity of FC Lux, holds 11,959,697 shares of the Company representing app. 56.38% of the total number of shares of the Company, which entitle to exercise 11,959,697 votes at the Company’s General Meeting of Shareholders, constituting app. 56.38% 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 FC Lux) holds 5,232,907 shares of the Company representing app. 24.67% of the total number of shares of the Company, which entitle to exercise 5,232,907 votes at the Company’s General Meeting of Shareholders, constituting app. 24.67% of total number of votes at the Company’s General Meeting of Shareholders.

After the sale, Tabga, Finaccess, Grupo Finaccess, Grupo Far Luca and Mr. Fernández, as indirect dominant entities of FC Lux, hold indirectly 11,959,697 shares of the Company representing app. 56.38% of the total number of shares of the Company, which entitle to exercise 11,959,697 votes at the Company’s General Meeting of Shareholders, constituting app. 56.38% of total number of votes at the Company’s General Meeting of Shareholders.

 

FC Lux notified that it does not have any controlled entities.

FCapital further notified that its controlled entities, other than FC Lux, do 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 FC Lux and FCapital, do not hold any shares of the Company.

 

Additionally, FC Lux,  FCapital, Tabga, Finaccess, Grupo Finaccess, Grupo Far-Luca and Mr. Fernández informed that there are 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 (“POA”).

Furthermore, FC Lux informed that it does not hold, acquired or disposed any instruments referred to in Article 69b.1 of the POA and in aggregate is only authorized to exercise votes from 5,232,907 shares of the Company representing app. 24.67% of the total number of shares of the Company, which entitle to exercise 5,232,907 votes at the Company’s General Meeting of Shareholders, constituting app. 24.67% of total number of votes at the Company’s General Meeting of Shareholders.

Also FCapital, Tabga, Finaccess, Grupo Finaccess, Grupo Far-Luca  and Mr. Fernández informed that, with respect of each of them, they do not hold, acquired or disposed any instruments referred to in Article 69b.1 of the POA and in aggregate they only hold votes from 11,959,697 shares of the Company representing app. 56.38% of the total number of shares of the Company, which entitle to exercise 11,959,697 votes at the Company’s General Meeting of Shareholders, constituting app. 56.38% of total number of votes at the Company’s General Meeting of Shareholders.

 

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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