RB 67/2007 Preliminary Agreement with KARO
The Management Board of AmRest Holdings N.V. (“AmRest”) informs that OOO AmRest (“Buyer”, “AmRest Russia”) and Closed Joint Stock Company KARO (“Seller”), seated in Moscow, signed the preliminary agreement for the transfer of property and rights regarding 6 Rostik’s–KFC restaurants operated by the Seller in Russia (“Preliminary Transfer Agreement”), dated 26 October 2007. OOO AmRest is a newly registered name of OOO Pizza Nord, AmRest’s 100% subsidiary, seated in St. Petersburg.
The property and rights regarding Rostik’s–KFC restaurants include the restaurants’ equipment and agreements necessary to operate these restaurants (lease agreements, franchise agreements, agreements regarding electricity and other media delivery, liquor licenses etc.).
The parties agreed that the Preliminary Transfer Agreement will be finalized upon condition of successfully completion of due diligence process which will be finalized within 60 days from the date of signing this agreement. The additional condition is the approval of AmRest Russia general meeting of shareholders which will follow within 30 days from the date of completion of the due diligence. The total transaction price (“Transfer Price”) will be ultimately determined following the completion of this process and will not exceed USD 8 million. The Seller shall effect the landlords’ consent for transfer of rights under lease agreements, related to the restaurants premises, to Buyer.
The signing of the Preliminary Transfer Agreement, described above, signifies that AmRest currently holds talks with three companies regarding the transfer of property and rights to the total of 20 Rostik’s–KFC restaurants located in Moscow (RB 62/2007 dated 12 October 2007 and RB 66/2007 dated 29 October 2007). Currently in Russia AmRest operates in total 40 restaurants (including 22 Rostik’s–KFC and 18 Pizza Hut restaurants), from among which most are located in St. Petersburg.
Legal act:
Ustawa o ofercie z dnia 29 lipca 2005 art. 56. ust. 1 punkt 2.