RB 55/2008 Conclusion of the shareholding transfer between Henry McGovern and IRI - Henry McGovern in the possession of 9.50% of the total AmRest shareholding

The Management Board of AmRest Holdings N.V. (“AmRest”, “Company”) announces that it has been informed by Henry McGovern, the co-founder and Member of Supervisory Board of AmRest, of the culmination of the sale and transfer to him of 100% of the membership interests in International Restaurant Investments, LLC (“IRI”), a Virginia (USA) limited liability company, from American Retail Concepts, Inc. (“ARC”), a Delaware (USA) corporation. IRI is the owner of 1,032,720 shares of AmRest.

 

In this light Henry McGovern increased his total shareholding in AmRest to 1,348,010 shares which constitutes 9.50% of the Company’s initial capital and entitles him to 1,348,010 votes, i.e. 9.50% of the total number of votes at the Company’s General Meeting of Shareholders. The total shareholding consists of AmRest shares owned directly by Henry McGovern (196,540 shares) and through companies wholly owned by him, i.e., IRI (1,032,720 shares) and Metropolitan Properties International Sp. z o.o. (“MPI”) (118,750 shares). Prior to this transfer, Henry McGovern held a total of 315,290 shares in AmRest (shares owned directly and through MPI), which constituted 2.22% of the Company’s initial capital and entitled him to a total of 315,290 votes, i.e. 2.22% of the total number of votes at the Company’s General Meeting of Shareholders.

 

While the pendency of this transaction was first announced on 2 July 2007 (RB 34/2007), its consummation had been delayed as the Shareholders of ARC sought and obtained legal and accounting advice on the structuring of the transaction to minimize, to the extent possible, adverse U.S. tax consequences. ARC is owned by the following individuals (“Shareholders of ARC”):

 

Donald Kendall, Sr. 30.00%

Donald Kendall, Jr. 18.25%

Christian Eisenbeiss 28.36%

Henry McGovern 22.49%

David Bobilya 0.90%

 

Also, as a part of this transaction, IRI has entered into a pre-paid forward contract and call option with Donald Kendall Sr., Donald Kendall Jr., Christian Eisenbeiss and Dave Bobilya (“Individuals”) regarding 800,428 shares of AmRest owned by IRI. These shares represent the former indirect shareholding of the Individuals in AmRest. The Individuals assigned Mr. McGovern’s promissory note to IRI as consideration.

 

The above highlights Mr. McGovern’s continuing commitment to achieving significant growth in AmRest share value.

 

 

Legal act:

Ustawa o ofercie z dnia 29 lipca 2005 art. 56. ust. 1 punkt 1.