RB 42/2018 Share Purchase Agreement – TELE PIZZA, S.A.U.

AmRest Holdings SE (“AmRest”) announces the signing of a Share Purchase Agreement (“SPA”), dated July 26th, 2018, between AmRest Sp. z o.o. („AmRest Poland”) and TELE PIZZA, S.A.U. (“Seller”). Pursuant to SPA AmRest Poland will acquire 100% shares of TELEPIZZA POLAND Sp. z o.o. (“Telepizza Poland”) at an estimated price of ca. EUR 8m. The final purchase price will be determined at the day of closing the transaction.

Telepizza Poland is the master franchisee of Telepizza restaurants across Poland and is fully owned by the Seller. Currently Telepizza Poland operates 107 restaurants, both in equity (36 units) and franchise (71 locations) business model.

In the past fiscal year the network generated system sales of approx. PLN 103m. The consolidated revenue of Telepizza Poland amounted to about PLN 73.3m.

Both parties intend to close the transaction within the next couple of months (“Completion”). The completion is contingent upon a number of conditions, such as: obtaining antitrust approvals (CCPO), consent of each bank providing financing of the ongoing business activity of both parties of the SPA, conclusion of a license agreement with the Seller authorizing Telepizza Polska to continue operation of its business and no occurrence of the material adverse change events (“MAC”).

The acquisition of Telepizza Poland fits well to AmRest’s strategy and the creation of the leading pizza business across Europe in both dine-in and delivery channel.

Legal act:

Art. 17 Sec. 1 of Regulation (EU) No 596/2014 of The European Parliament and of The Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC