RB 133/2015 Disclosure of Shareholding – WP Holdings VII B.V./ FCapital Dutch B.V.

The Management Board of AmRest Holdings SE (“AmRest”, ”the Company”) informs about receiving on August 14th, 2015 below notifications related to the changes in the Company’s shareholding structure:

 

1)      The notification of WP Holdings VII B.V. concerning the direct disposal and indirect acquisition of shares in AmRest.

WP HOLDINGS VII B.V., a limited liability company incorporated and existing under the laws of the Netherlands, with its address at Strawinskylaan 3051, Amsterdam, 1077 ZX, the Netherlands ("WP HOLDINGS"), acting in compliance with requirements of Article 69 (1) point 1 and 2, in relation to Article 69a (1) point 3 of the Act on Public Offerings and the Conditions of Introducing Financial Instruments to Organised Trading and on Public Companies of 29 July 2005 (consolidated text - Journal of Laws of 2013 item 1382, as amended) (the "Act"), informed that it directly disposed all shares in AmRest by way of in-kind contribution to its 100% subsidiary FCAPITAL DUTCH B.V., a limited liability company incorporated and existing under the laws of the Netherlands, with its address at Prins Bernhardplein 200, Amsterdam, 1097 JB, the Netherlands ("FCAPITAL DUTCH") (the "Transaction"). The Transaction occurred on 14 August 2015.

Before the Transaction WP HOLDINGS held directly 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) shares in the Company, carrying right to 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 %  of the total number of votes at the general shareholders' meeting of the Company.

WP HOLDINGS also informed, that as a result of the Transaction it indirectly acquired via its 100% subsidiary, FCAPITAL DUTCH, 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) shares in the Company carrying right to 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 % of the total number of votes at the general shareholders' meeting of the Company.

After the Transaction WP HOLDINGS VII does not hold directly any shares in AmRest. WP HOLDINGS holds indirectly via its 100% subsidiary, FCAPITAL DUTCH, 6,726,790  shares in the Company carrying right to 6,726,790  votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 % of the total number of votes at the general shareholders' meeting of the Company.

According to the received notification:

- Other entities than FCAPITAL DUTCH being members of the group with WP HOLDINGS do not hold directly shares in the Company.

- WP HOLDINGS does not act in concert in the meaning of the Act and did not conclude any agreement with any third party, referred to in the Article 87 (1) point 3 letter c of the Act, the subject of which would be the transfer of voting rights under the shares.

- WP HOLDINGS VII has no intention of further acquisition of shares in the Company.

 

2)      The notification of FCapital Dutch B.V. concerning the direct acquisition of shares in AmRest.

FCAPITAL DUTCH B.V., a limited liability company incorporated and existing under the laws of the Netherlands, with its address at Prins Bernhardplein 200, Amsterdam, 1097 JB, the Netherlands ("FCAPITAL DUTCH"), acting in compliance with requirements of Article 69 (1) point 1 of the Act on Public Offerings and the Conditions of Introducing Financial Instruments to Organised Trading and on Public Companies of 29 July 2005 (consolidated text - Journal of Laws of 2013 item 1382, as amended) (the "Act"), informed that as a result of a direct transfer by way of in-kind contribution from its dominant company, WP HOLDINGS VII B.V.,a limited liability company incorporated and existing under the laws of the Netherlands, with its address at Strawinskylaan 3051,Amsterdam, 1077 ZX, the Netherlands ("WP HOLDINGS"), directly acquired 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) shares in AmRest, carrying right to 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 %  of the total number of votes at the general shareholders' meeting of the Company. The transfer occurred on 14 August 2015.

Before the transfer FCAPITAL DUTCH did not hold any shares in AmRest.  

After the transfer FCAPITAL DUTCH holds directly 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) shares in the Company carrying right to 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 % of the total number of votes at the general shareholders' meeting of the Company.

According to the received notification:

- Other entities being members of the group with FCAPITAL DUTCH do not hold directly shares in the Company.

- FCAPITAL DUTCH does not act in concert in the meaning of the Act and did not conclude any agreement with any third party, referred to in the Article 87 (1) point 3 letter c of the Act, the subject of which would be the transfer of voting rights under the shares.

- FCAPITAL DUTCH has no intention of further acquisition of shares in the Company.

 

3)      The notification of Warburg Pincus LLC and Warburg Pincus & Co concerning the indirect acquisition of shares in AmRest.

Warburg Pincus & Co., a general partnership incorporated and existing under the laws of the United States of America, ("WP") and Warburg Pincus LLC, a limited liability company incorporated and existing under the laws of the United States of America ("WP LLC") which acts as the manager of certain private equity funds, acting in compliance with requirements of Article 69 (1) point 2, in relation to Article 69a (1) point 3 of the Act on Public Offerings and the Conditions of Introducing Financial Instruments to Organised Trading and on Public Companies of 29 July 2005 (consolidated text - Journal of Laws of 2013 item 1382, as amended) (the "Act"), informed that they indirectly acquired via WP's subsidiaries, Warburg Pincus Partners GP LLC, a limited liability company incorporated and existing under the laws of the United States of America ("WP Partners GP") to which WP acts as the managing member, Warburg Pincus Partners L.P., a limited partnership incorporated and existing under the laws of the United States of America ("WP Partners") to which WP Partners GP acts as the general partner, WPP GP LLC, a limited liability company incorporated and existing under the laws of the United States of America ("WPP GP") to which WP Partners acts as the managing member, Warburg Pincus X GP L.P., a limited partnership incorporated and existing under the laws of the United States of America ("WP X GP LP") to which WPP GP acts as the general partner, Warburg Pincus X L.P., a limited partnership incorporated and existing under the laws of the United States of America ("WP X LP") to which WP X GP LP acts as the general partner, Warburg Pincus Private Equity X, L.P. , a limited partnership incorporated and existing under the laws of the United States of America ("WP PE X") to which WP X LP acts as the general partner and to which WP LLC acts as the manager and Warburg Pincus X Partners, L.P. – the affiliated limited partnership of WP PE X, WP X International Holdings LLC, a limited liability company incorporated and existing under the laws of the United States of America, and WP X International Investments LLC, a limited liability company incorporated and existing under the laws of the United States of America, and WP X LuxCo S.a.r.l., a limited liability company incorporated and existing under the laws of Luxembourg, and WP X Holdings B.V., a limited liability company incorporated and existing under the laws of the Netherlands, and WP Holdings VII B.V., a limited liability company incorporated and existing under the laws of the Netherlands, and FCapital Dutch B.V., a limited liability company incorporated and existing under the laws of the Netherlands, 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) shares in AmRest, carrying right to 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 % of the total number of votes at the general shareholders' meeting of the Company. The acquisition occurred on 14 August 2015.

Before the acquisition in the aforementioned paragraph, WP and WP LLC held via WP's subsidiaries, WP Partners GP, WP Partners, WPP GP, WP X GP LP, WP X LP, WP PE X (managed by WP LLC), WP X International Holdings LLC, WP X International Investments LLC, WP X LuxCo S.a.r.l., WP X Holdings B.V. and WP Holdings VII B.V. 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) shares in the Company carrying right to 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 % of the total number of votes at the general shareholders' meeting of the Company. 

After the acquisition WP and WP LLC hold via WP's subsidiaries, WP Partners GP, WP Partners, WPP GP, WP X GP LP, WP X LP, WP PE X (managed by WP LLC), WP X International Holdings LLC, WP X International Investments LLC, WP X LuxCo S.a.r.l., WP X Holdings B.V., WP Holdings VII B.V. and FCapital Dutch B.V., 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) shares in the Company carrying right to 6,726,790 (six million seven hundred twenty six thousand seven hundred ninety) votes at the general shareholders' meeting of the Company, representing 31.71 % of the share capital of the Company and 31.71 % of the total number of votes at the general shareholders' meeting of the Company.

According to the received notification:

- Other entities than FCapital Dutch B.V. being members of the group with WP and WP LLC do not hold directly shares in the Company.

- WP and WP LLC do not act in concert in the meaning of the Act and did not conclude any agreement with any third party, referred to in the Article 87 (1) point 3 letter c of the Act, the subject of which would be the transfer of voting rights under the shares.

- WP and WP LLC have no intention of further acquisition of shares in the Company.

 

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