Restamax Plc: Restamax Plc grows by acquiring Rengasravintolat group

Restamax Plc

STOCK EXCHANGE RELEASE March 5, 2014 8 AM

Restamax Plc grows by acquiring Rengasravintolat group

Restaurant company Restamax Plc has purchased the entire share capital of Rengasravintolat Oy. The business transaction covers Rengasravintolat Oy and 16 restaurants that are owned by its full subsidiaries in Helsinki, Tampere, Jyväskylä, and Pori. The 2013 pro forma turnover of the businesses purchased was MEUR 21.9, EBITDA MEUR 4.5 and operating profit MEUR 4.1.

"This business transaction strongly supports Restamax Plc's growth strategy. With this acquisition, the company adds to its restaurant portfolio and strengthens its position in new markets and also as the largest Finnish restaurant company not operating as a cooperative," sums Markku Virtanen, CEO of Restamax Plc.

The sales price for the business transaction was MEUR 7.8 in cash and 2,130,000 new Restamax Plc shares issued by the buyer to the seller (value of the shares on February 28, 2014 was approximately MEUR 9.5). The transaction is effective, and the shares issued for the seller have been fully subscribed. The shares will be registered at the trade register as soon as possible, and after the registration they will entitle their owner to dividends paid for the closed financial period. The company will apply for the listing of the shares as soon as possible. An additional purchase price up to approximately MEUR 1.2 is also to be paid. The final additional purchase price will be determined by the Rengasravintolat Oy's net assets as per the company's audited FAS consolidated financial statement signed on February 28, 2014.

The owners of Rengasravintolat Oy, Mika Niemi and Hanna Niemi, will continue to have significant roles in the management of acquired businesses.

"With a combined ownership interest of 13%, Mika Niemi and Hanna Niemi will become major shareholders of Restamax Plc. This will allow Restamax Plc to utilize the Niemis' invaluable experience in steering a successful restaurant business. This is exactly the kind of transaction we were looking to gain the capital for through our initial public offering and a perfect fit to our growth strategy. The goal set out for us by our board of directors was to reach a turnover of MEUR 100 by the end of 2015, and this transactions allows us to get close to the goal already in 2014," says Timo Laine, Chairman of the Board of Directors for Restamax Plc.

Rengasravintolat Oy is a family-owned restaurant company launched in 1969 with several long-standing restaurants. In Helsinki, the company owns Henry's Pub and Pub Ikkuna, in Tampere the Classic American Diner restaurants, The Grill, Henry's Pub, Bar Passion, Ale Pupi, Salud, Paapan Kapakka, Wanha Posti and the restaurant boat Suvi, in Jyväskylä Classic American Diner, Bar Passion and Ale Pupi and in Pori Bar Passion.

"We followed Restamax's listing on the Helsinki Stock Exchange with great interest and noticed certain similarities in our operating cultures. Through this business transaction, the traditional Rengasravintolat Oy will get to play a part in Restamax's growth story," says Mika Niemi, Chairman of the Board and CEO of Rengasravintolat Oy.

The 2013 pro forma turnover of the new Restamax group formed by the business transaction was MEUR 87.0, EBITDA MEUR 13.3 and operating profit MEUR 7.3. (Appendices: 2013 pro forma income statement and balance sheet)

As a result of the acquisition, Restamax Plc now updates its profit guidance for 2014.

The previous profit guidance for 2014 (February 21, 2014):
The company estimates that the 2014 turnover will increase to MEUR 68-78. The company estimates that the 2014 EBITDA will increase to MEUR 10.5-12 as a result of operational expansion and streamlining. The company estimates that the 2014 operating profit will be MEUR 5.1-6.5. The company estimates that the earnings per share will increase over the previous year.

The new profit guidance for 2014:
The company estimates that the 2014 turnover will increase to MEUR 86-97. The company estimates that the 2014 EBITDA will increase to MEUR 14.5-16.3 and the operating profit to MEUR 8.7-10.4.

Additional information:

Markku Virtanen, CEO, Restamax Plc, tel. +358 400 836 477
Timo Laine, Chairman of the Board of Directors, Restamax Plc, tel. +358 400 626 064
Mika Niemi, Chairman of the Board and CEO, Rengasravintolat Oy, tel. +358 400 630 504

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 include over 60 restaurants, cafés, pubs and nightclubs all over Finland. Well-known restaurant concepts of the Group include 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 700 people, the group's turnover in 2013 was approximately MEUR 65 and its EBITDA approximately MEUR 9. www.restamax.fi