RB 64/2008 Memorandum of Understanding with Americana regarding JV in Ukraine

The Management Board of AmRest Holdings N.V. (AmRest) informs about the signing of non-binding Memorandum of Understanding (MOU) between AmRest and Kuwait Food Company S.A.K. (Americana), on 25 July 2008.  The Parties of MOU wish to enter into negotiation to sign a Joint Venture Agreement (JVA) and to establish a Joint Venture Company (JVC) to operate Rostik/KFC and Pizza Hut restaurants in Ukraine.

Both Parties intend to share the ownership in the JVC at the proportion of 50% owned by AmRest and 50% by Americana. If the parties agree to use a local partner in Ukraine they may consider granting such a local partner up to 10% of the ownership – in this event the final ownership proportion between AmRest and Americana will be maintained equal, i.e. 45/45. The initial capital of JVC will be contributed at the analogous proportion by the Parties.

The JVA will be conditional upon receiving by the Parties a Yum! consent for their joint development of Rostik/KFC and Pizza Hut brands in Ukraine. The MOU will be in force until signing the JVA, but no later than December 31, 2008.

Americana, a Kuwait based company, is an experienced restaurant operator managing more than 900 restaurants, including KFC and Pizza Hut, mainly in Middle East region. The company also operates in Kazakhstan and is one of the biggest Yum! franchisee.

AmRest informed about its plans related to Ukraine for the first time in late 2005, however in autumn of 2006 the Company decided to delay the business development in this market for a few years (RB 32/2006 dated 3 October 2006).

Legal act:

Ustawa o ofercie z dnia 29 lipca 2005 art. 56. ust. 1 punkt 2.