Restamax Plc COMPANY RELEASE 11 November 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
RESTAMAX PLC'S INITIAL PUBLIC OFFERING TO BEGIN
By their unanimous decision of 5 September 2013, the shareholders of Restamax Plc ('Company' or 'Restamax') authorised the Company's board of directors to decide on an issue of a maximum of 6,300,000 new shares of the Company. On the basis of the authorisation granted by the Company's shareholders, the board of directors of the Company decided on 5 November 2013 to issue a maximum of 3,600,000 new shares in an initial public offering.
The initial public offering ('Initial Public Offering') will offer a maximum of 3,600,000 new Company shares ('Shares') to Finnish and international institutional investors ('Institutional Offering'), to private individuals and corporations in Finland ('Public Offering') and to certain members of Restamax's personnel in Finland ('Personnel Offering'). The Initial Public Offering is comprised of (i) the preliminary offering of a total of 900,000 Shares to private individuals and corporations in Finland at a subscription price of EUR 4.60 in the Public Offering, (ii) the preliminary offering of a total of 2,600,000 Shares to Finnish and international institutional investors at the subscription price of EUR 4.60 in the Institutional Offering and (iii) the preliminary offering of a total of 100,000 Shares to certain members of Restamax's personnel in Finland at a subscription price of EUR 4.14, i.e. at a ten per cent lower subscription price than in the Public and Institutional Offerings, in the Personnel Offering. The subscription price corresponds to the understanding of the Company's board of directors concerning the fair value of the Company's share. The Shares being offered in the Initial Public Offering will represent approximately 25.3% of the shares and votes in the Company after the Initial Public Offering provided that the Shares offered in the Initial Public Offering are subscribed for in full.
The subscription period for the Institutional Offering will commence on 12 November 2013 at 9:30 (Finnish time) and expire on or about 22 November 2013 at 12:00 (Finnish time). The subscription period for the Public and Personnel Offering will commence on 12 November 2013 at 9:30 (Finnish time) and expire on or about 21 November 2013 at 16:30 (Finnish time).
The main purpose of the Initial Public Offering is to strengthen the Company's capital base and to promote the Company's growth and the expansion of its operations in accordance with its strategy and to strengthen the Company's competitive position. The strengthening of the Company's capital base will enable the Company's growth strategy to be implemented and enable the Company to grow both organically and through acquisitions. The goal of the Initial Public Offering is also to increase the number of shareholders in the Company, get the Company access to the capital markets, improve the liquidity of the Company's share and increase the Company's public profile. The Company's share will obtain a market value through the Initial Public Offering. The Company will be able to use its shares, for example, as a method of payment in corporate acquisitions, and the listing will also give the Company the opportunity to offer its personnel, for example, share-based incentive schemes.
Before the Initial Public Offering, the shares of the Company have not been subject to public trading. The Company will submit a listing application to NASDAQ OMX Helsinki Ltd (the 'Helsinki Stock Exchange') for the listing of the Company's shares on the official list of the Helsinki Stock Exchange under the trading code RESTA. Trading in the shares is expected to begin on the official list of the Helsinki Stock Exchange on or about 28 November 2013.
The lead manager of the Offering is Evli Bank Plc ('Lead Manager'). The subscriptions of institutional investors will be received by the Lead Manager of the Initial Public Offering. The places of subscription in the Public Offering are Evli Bank Plc's Internet service at www.evli.com/subscription, Evli Bank Plc's offices at Aleksanterinkatu 19 A, 00100 Helsinki, Finland, on weekdays from 9:00-17:00 and Evli Bank Plc's subscription desk, to which subscriptions can be sent by fax or e-mail. The places of subscription in the Personnel Offering are Evli Bank Plc's Internet service at www.evli.com/personnelsubscription, Evli Bank Plc's offices at Aleksanterinkatu 19 A, 00100 Helsinki, Finland, on weekdays from 9:00-17:00 and Evli Bank Plc's subscription desk, to which subscriptions can be sent by fax or e-mail.
The legal advisor to the Company and Lead Manager is Castrén & Snellman Attorneys Ltd and the Company's auditor is Deloitte & Touche Oy.
The Financial Supervisory Authority has approved the Finnish-language listing prospectus concerning the Initial Public Offering ('Listing Prospectus') on 11 November 2013. The Finnish-language Listing Prospectus will be available at the place of subscription of the Initial Public Offering, on the Company's website at www.restamax.fi and on the website of the place of subscription at www.evli.com as of 12 November 2013.
Restamax Plc
Markku Virtanen
CEO
Additional information:
CEO Markku Virtanen, Restamax Plc, +358 (0)400 836 477, markku.virtanen@restamax.fi
Chairman of the Board Timo Laine, Restamax Plc, +358 (0)400 626 064, timo.laine@restamax.fi
Established in 1996, Restamax Plc is a Finnish restaurant group. The company has grown rapidly throughout its operating history. The group operates circa 60 restaurants, bars and night clubs across Finland. The company's well-known restaurant concepts 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 has circa 700 employees and the turnover for 2012 amounted to approximately EUR 60 million and EBITDA to approximately EUR 10 million. www.restamax.fi.
Restamax in brief
Restamax operates circa 60 restaurants, bars, cafés and night clubs across Finland. Restamax's IFRS turnover was EUR 60.8 million in the financial period ended on 31 December 2012, and its EBITDA was EUR 9.9 million, corresponding to approximately 16.8% of its turnover. Throughout its history, the company has grown rapidly both organically and through acquisitions. In 2012, the group's turnover increased by 28%. Restamax's goal is to achieve a turnover of EUR 100 million by the year 2015. Profitable growth is being sought in Finland's largest cities and shopping centres both organically and through acquisitions. The foundation of the company's organic growth strategy is both expanding into new cities as well as expanding existing networks of establishments in current cities.
Restamax's operating model is based on concept-based approach founded on effective administration and resource planning. Restamax's operating model seeks to flexibly offer a variety of restaurant concepts to meet the local demand and supply of premises while avoiding chainlike operations. The operating model adapts to demand, which opens a large target market to the company and enables it to grow into new operative areas and also in those cities where the company has existing operations. The foundation of the company's growth is active product development and innovation, skilled personnel and experienced management, site-specific P&L responsibility and also real time management and monitoring of operations.
Centralised procurement and the management of personnel resources and logistics are significant drivers of Restamax's profitability. To improve the efficiency of its operations locally, Restamax aims at establishing several company restaurants and concepts in each of the localities where it is active. This allows Restamax to offer a more comprehensive offering to its customers and to streamline its operations locally, e.g. in marketing, procurement and personnel administration.
The Finnish restaurant market in brief
The Finnish restaurant market is worth nearly EUR 5 billion. The market has grown an average of 3-4% annually over the past few years. In 2012, the growth of the licensed premises market, which is relevant to Restamax, equalled approximately 4.7%. Key reasons why the growth of the restaurant market has been stronger than the growth of GDP are the increase of domestic travel and tourism, increasing urbanisation and the increase in the number of single-occupant households as well as changing consumer habits with respect to eating out.
DISCLAIMER
This release is not a prospectus, and thus, is not an offer for securities. No offer is being made in jurisdictions in which either the offer or the participation in it would be prohibited our would require the drafting of a prospectus, registration or other measures in addition to measures in accordance with Finnish legislation. Investors must make their investment decisions concerning subscription for shares based only on the information presented in the Listing Prospectus for the shares approved by the Finnish Financial Supervisory Authority. This release is not an offer to sell securities in the United States of America or in any country of the European Economic Area.
Shares cannot be offered or sold in the United States without registration in accordance with the US Securities Act of 1933 (as amended) or in reliance on an exemption from the registration requirements of the US Securities Act of 1933. Restamax has not registered, and does not intend to register, any part of a possible offer in the United States, nor does it intend to offer securities to the public in the United States.
The Company's shares are not, and will not be, registered in accordance with the securities market legislation of Australia, Canada, Hong Kong, South Africa, Singapore or Japan, nor will the Company's shares be offered or sold to or on behalf of residents or citizens of Australia, Hong Kong, South Africa, Singapore, Canada or Japan other than in special cases in accordance with the provisions and orders of the authorities of the jurisdictions in question in force from time to time.
The Company is offering Shares to certain qualified investors in the European Economic Area for subscription under certain preconditions. To date, no actions that would require the publication of a prospectus for the offering of the Shares have been taken in any European Economic Area country other than Finland. Shares can be offered in Member States only in the situations that do not require the publication of a prospectus as provided for in Directive 2003/71/EC (as amended, including Directive 2010/73/EU).
This release includes forward-looking statements. These forward-looking statements include factors that are not historical facts, statements on, among other things, Restamax's results, financial position, solvency, opportunities, growth, strategies and Restamax's intentions, beliefs and current expectations concerning its industry. By nature, forward-looking statements involve risks and uncertainties, because they relate to events or are due to circumstances that may or may not occur in the future and, thus, express only the circumstances at the time they are given. Restamax gives notice that forward-looking statements are no assurance of future performance, and that its actual results, financial position and solvency as well as the development of its industry could significantly differ from what has been stated or proposed in the forward-looking statements herein. In addition, even if Restamax's results, financial position and solvency as well as the development of its industry correspond to the forward-looking statements herein, such results or development are no indication of future results or developments. Restamax does not undertake to verify expectations or estimates or to publish corrections to forward-looking statements reflecting events or circumstances subsequent to the publication of this release.
Appendix: Terms and Conditions of the Initial Public Offering
