RB 215/2017 Disclosure of Shareholding – Gosha Holdings S.à.r.l.

The Management Board of AmRest Holdings SE (“AmRest”, “the Company”) informs that it received on September 19th, 2017 a notification from:

  1. Gosha Holding S.à.r.l., a company organized under the laws of the Grand Duchy of the Luxembourg, with its registered office in Luxembourg, L-1528, 8A Boulevard de la Foire, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B202224 (hereinafter referred as the “Gosha”);

  2. PCMMM S.à r.l., a company organized under the laws of the Grand Duchy of the Luxembourg, with its registered office in Luxembourg, L-1528, 8A Boulevard de la Foire, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B207675 (hereinafter referred as the “PCMMM”);

  3. Metropolitan Properties International Sp. z o.o., a company organized under the laws of Poland, with its registered office at Pl. Grunwaldzki 25-27, 50-365 Wroclaw, Poland, registered with the National Court Registry under number 0000190539 (hereinafter referred as the “MPI”);

  4. Małgorzata McGovern, holding a Polish Passport no. AS5472602 (hereinafter referred as “Ms. McGovern”);

  5. Steve Winegar, holding an American Passport no. 483732960  and Spanish passport no. AA1337626 (hereinafter referred as “Mr. Winegar”);

that on September 15th, 2017, as a result of a transaction executed outside the regulated market Gosha purchased 1,711,455 shares of AmRest representing app. 8.07% of the total number of shares of the Company, which entitle to exercise 1,711,455 votes at the Company’s General Meeting of Shareholders, constituting app. 8.07% of total number of votes at the Company’s General Meeting of Shareholders (the “Transaction”) and, as a result, Gosha increased its share in the total amount of votes at the Company’s General Meeting of Shareholders to more than 10%.

Prior to the Transaction Gosha held 1,042,056 shares of the Company representing app. 4.91% of the total number of shares of the Company, which entitle to exercise 1,042,056  votes at the Company’s General Meeting of Shareholders, constituting app. 4.91% of total number of votes at the Company’s General Meeting of Shareholders.

After execution of the Transaction Gosha holds 2,753,511 shares of the Company representing app. 12.98%  of the total number of shares of the Company, which entitle to exercise 2,753,511 votes at the Company’s General Meeting of Shareholders, constituting app. 12.98% of total number of votes at the Company’s General Meeting of Shareholders.

Furthermore, as a result of the transaction Gosha dominant entities i.e. PCMMM direct Gosha dominant entity, MPI (direct PCMMM dominant entity) and indirect Gosha dominant entity, Ms. McGovern and Mr. Winegar (ultimate dominant entities) indirectly acquired 1,711,455 shares of the Company representing app. 8.07% of the total number of shares of the Company, which entitle to exercise 1,711,455 votes at the Company’s General Meeting of Shareholders, constituting app. 8.07% of total number of votes at the Company’s General Meeting of Shareholders and, as a result, indirectly increased their share in the total amount of votes at the Company’s General Meeting of Shareholders to more than 10%.

Prior to the Transaction Gosha dominant entities held 1,042,056 shares of the Company representing app. 4.91% of the total number of shares of the Company, which entitle to exercise 1,042,056  votes at the Company’s General Meeting of Shareholders, constituting app. 4.91% of total number of votes at the Company’s General Meeting of Shareholders.

After execution of the Transaction Gosha dominant entities hold 2,753,511 shares of the Company representing app. 12.98%  of the total number of shares of the Company, which entitle to exercise 2,753,511 votes at the Company’s General Meeting of Shareholders, constituting app. 12.98% of total number of votes at the Company’s General Meeting of Shareholders.

 

Gosha notified that it does not have any controlled entities.

PCMMM notified that its controlled entities, other than Gosha, do not hold any shares of the Company.

MPI notified that its controlled entities, other than Gosha, do not hold any shares of the Company

Ms. McGovern and Mr. Winegar notified that their controlled entities, other than Gosha, do not hold any shares of the Company.

Additionally, Gosha, PCMMM, MPI, Ms. McGovern and Mr. Winegar informed that, with respect of each of them, 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, Gosha, PCMMM, MPI, Ms. McGovern and Mr. Winegar inform that, with respect of each of them, they do not holds, acquired or disposed any instruments referred to in Article 69b.1 of the POA. In aggregate they hold, directly or indirectly, 2,753,511 shares of the Company representing app. 12.98%  of the total number of shares of the Company, which entitle to exercise 2,753,511 votes at the Company’s General Meeting of Shareholders, constituting app. 12.98% 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