Restamax Plc
PRESS RELEASE 20 November 2013 at 15:30
RESPONSE TO CERTAIN ALLEGATIONS PRESENTED IN PUBLIC
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.
At the request of the Finnish Financial Supervisory Authority, Restamax Plc corrected on 18 November 2013 certain information presented in the official Finnish-language Listing Prospectus. The correction has been available for the investors in connection with the official Finnish-language Listing Prospectus. The Company has corrected a typing error in the official Finnish-language Listing Prospectus and certain background information concerning the membership of the Company's founders in the boards of Restamax's predecessors. These corrections have no impact on the Company's operations or present situation.
The official Finnish-language Listing Prospectus stated erroneously that Timo Laine and Mikko Aartio were appointed to the board of Mr Max Oy, the Company's predecessor, in 1996. The Company corrected this information by stating that Timo Laine and Mikko Aartio had been members of Mr Max Oy's board since 2007. Mr Max Oy has been owned by the families of Timo Laine and Mikko Aartio, and Mr Laine and Mr Aartio have actively participated in the operation and development of the companies preceding the establishment of Restamax from the beginning of the operations. Timo Laine has been member of Restamax Oy's board since the Company's registration on 31 March 2005, and Mikko Aartio has been member of Restamax Oy's board since December 2007.
Certain allegations have been presented in public concerning artificial improvement of figures and related party transactions. The related party transactions have been described in the official Finnish-language Listing Prospectus, and they have been carried out under the same terms as transactions between independent parties. As part of its restaurant business, the Company sells, purchases and establishes restaurants to obtain an optimal and efficient restaurant portfolio operating in accordance with the concepts chosen by the Company. Restaurants are typically sold on credit in the industry in which funding is otherwise scarcely available for such corporate transactions. Typically, the seller will retain the restaurant as security for the unpaid purchase price. During its history, the Company has concluded dozens of similar acquisitions and sales of businesses. The number of transactions in 2013 was smaller than the average of the previous years. All transactions concluded in 2013 are presented in the official Finnish-language Listing Prospectus.
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
Restamax Plc
Markku Virtanen
CEO
Distribution:
Major media
www.restamax.fi
Restamax Plc is a Finnish restaurant group established in 1996. 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.
NOTICE
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 nor 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 experienced 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 may include 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.