Restamax Plc: DECISIONS MADE AT THE RESTAMAX PLC EXTRAORDINARY GENERAL MEETING
Restamax Plc
STOCK EXCHANGE RELEASE 29 July 2014, 17:00
Decisions made at the Restamax Plc Extraordinary General Meeting
Restamax Plc's Extraordinary General Meeting was held today, 29 July 2014, in Tampere. The General Meeting confirmed and approved the Board of Directors' proposals regarding the change of the company's Articles of Association and the purchase of a major part of Staff Invest Group's labour hire service operations and certain of its subsidiaries that provide labour hire services.
Attorney-at-Law Heli Piksilä-Rantanen acted as the chair for the General Meeting and LL.M. Hannu Selin as the secretary.
DECISIONS MADE AT THE GENERAL MEETING
Change in the company's Articles of Association
The General Meeting approved the change of the company's Articles of Association by adding labour hire services to Article 2 - Line of business in the following way:
Article 2 - Line of business
The company is engaged in restaurant operations as well as in planning and consultancy activities related to the restaurant industry. The company also engages is labour recruitment, hire, outsourcing and mediation services. The company may own and control shares in companies engaged in the above-mentioned lines of business and provide management and other administrative services to them. The company may grant loans, guarantees and securities to the companies it owns wholly or partly and see to the supervision of these companies. The company may own shares and real estate and engage in securities trading and other investment activities.
Corporate Acquisition
The General Meeting confirmed and approved the Board of Directors' proposal regarding the purchase ('Corporate Acquisition') and transfer of ownership to Restamax Plc or one of its subsidiaries of the labour hire services of Staff Invest Group and certain of the group's subsidiaries engaging in labour hire services ('Decision').
The General Meeting authorised the Board of Directors to begin implementation of all required and acceptable measures related to the Corporate Acquisition, including any modifications, deviations, corrections and changes the Board of Directors consider necessary or desirable (provided that none of the said modifications, deviations, corrections or changes essentially change the primary content of the Corporate Acquisition).
The transfer of ownership of the object of acquisition is estimated to take place on 1 August 2014, on which date approximately MEUR 7.0 of the Purchase Price is to be paid in cash. The difference between the current assets and the borrowed funds of the companies included in the acquisition will be paid to the vendor by 31 December 2014. The remaining part of the purchase price, MEUR 0.7, will be paid according to a separate payment plan by 31 August 2016.
Minutes of the General Meeting
The minutes of the General Meeting are available to the shareholders at the Restamax Plc head office and on the company's website at www.restamax.fi/sijoittajille/ylimaarainen-yhtiokokous-29-7-2014 by the latest on 12 August 2014.
Additional information:
CEO Markku Virtanen, Restamax Plc, tel. +358 400 836 477
CFO Jarno Suominen, Restamax Plc, tel. +358 40 721 5655
Distribution:
NASDAQ OMX Helsinki
Major media
www.restamax.fi
Restamax Plc is a Finnish restaurant business group established in 1996. The company has continued to grow steadily throughout its history. The Group companies comprise approximately 80 restaurants, cafés, pubs and nightclubs all over Finland. Well-known restaurant concepts of the group include, among others, Ristorante Bella Roma, Gringos Locos, Viihdemaailma Ilona, Daddy's Diner and Stefan's Steakhouse. Wayne's Coffee is also a part of the company's portfolio. Restamax plc employs approximately 900 people, proforma turnover in 2013 was approximately MEUR 87.0 and EBITDA about MEUR 13.3. www.restamax.fi.