RB 60/2012 Share Purchase Agreement – Blue Horizon

The Management Board of AmRest Holdings SE (“AmRest”) announces the signing of an Agreement for Purchase of Shares (“SPA”), dated 14 December 2012, between AmRest and Wintrust New Zeland, Blue Horizon Hospitality Group LTD, Macau Jiu Jia Partners LP, Ms Coralie Danks and Mr Robert Boyce jointly referred to as “Sellers”. AmRest will acquire approximately 51% of Blue Horizon Hospitality Group PTE (“Blue Horizon”, “the Company”) shares for approximately USD 20 million. The remaining approximate 49% will be owned by the Sellers.

Blue Horizon owns Blue Frog and KABB, casual dining brands. Currently the Company operates 11 restaurants in China (Shanghai, Beijing and Nanjing)– 10 Blue Frog and 1 KABB. The expected normalized revenues and EBITDA in 2012 will amount to USD 33.4 million and USD 4.6 million respectively.

Both Parties intend to close the transaction on or before December 31st , 2012 (“Completion”). Completion is contingent upon number of conditions, such as: the lenders consent, landlords approvals and due diligence results being satisfying to AmRest.

Blue Horizon has significant growth potential in the Chinese market, in addition experienced management team of the Company will assist in accelerated expansion of La Tagliatella brand. Overall, the addition of Blue Horizon is expected to be immediately accretive to AmRest’s margins and will generate added value for its shareholders.

Legal act:

Art. 56 Sec. 1 Point 1 of Act on public offering, conditions governing the introduction of financial instruments to organized trading and public companies dated July 29th 2005