RB 23/2013 Share Purchase Agreements - AmRest TAG S.L.

The Management Board of AmRest Holdings SE (“AmRest”) informs about signing on June 7th, 2013 the Share Sale and Purchase Agreements (“SPAs”) between AmRest Sp. z o.o. a 100% subsidiary of AmRest (“Buyer”) and Ms. María Elena Pato-Castel Tadeo, Mr. David Gorgues Carnicé, Mr. Luis Miguel Burgaz Fernández, Ms. Angélica Rivera Campos, Ms. María José Michavila Escribano, Mr. Jesús Collado Rodríguez, Mr. José Roige Tamarit, Mr. Pablo Arredondo Braña, Mr. Juan Ramón Hernández López, Mr. Francisco-Javier Blasco Jiménez, and Mr. Juan José Castellvi Hermosilla, and Kenvest Restoration S.L. and Ebitda Consulting S.L. (together  jointly referred to as “Minority Shareholders”, or “Sellers”).

AmRest will acquire 23,7% shares of AmRest TAG S.L. (“Company”) owned by the Minority Shareholders, for the total purchase price of  EUR 31,9 million. As the result of the transaction AmRest will become 100% shareholder of the Company.

The Buyer and Sellers agreed to close the transaction on, or before June 26th, 2013 (“Closing Date”). The Completion is contingent upon obtaining by Buyer financing necessary for payment of the purchase price.

Ebitda Consulting S.L. (“Ebitda”) committed to invest net proceeds from the transaction into acquisition of AmRest shares (“Share Investment Amount”), within 9 months from the Closing Date. The Buyer and Ebitda agreed for a price correction mechanism, and both parties will split equally any positive or negative difference between Share Investment Amount and the effective price paid by Ebitda to acquire AmRest shares. Ebitda agreed not to divest AmRest shares to any third party for a period of 2 years from the Closing Date (“Lock-up”).

Legal act:

Art. 56 Sec. 1 Point 2 of Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005