Everstone makes voluntary cash offer to acquire Catalist-listed Harry s Holdings Ltd. at S$0.23 per share

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1 F&B ASIA VENTURES LTD. (Incorporated in Mauritius) (Company Registration No.:100684) PRESS RELEASE Everstone makes voluntary cash offer to acquire Catalist-listed Harry s Holdings Ltd. at S$0.23 per share Offer Price of S$0.23/Share is at a premium over Harry s IPO price and highest historical traded price of S$0.22/Share since the Company s listing on the SGX Catalist in January 2011 Offer Price is at a premium of 53% over the last traded price of $0.150 prior to the announcement of the Offer, and 80% over the average closing price for the six-month period preceding the announcement Founder and Executive Chairman of Harry s, Mohan Mulani, and his wife, Rita Mulani, who collectively hold a 45.91% stake, have given irrevocable undertakings to accept the Offer SINGAPORE 10 November F&B Asia Ventures Ltd (the Offeror ), a special purpose vehicle and subsidiary of Everstone Capital Partners II LLC ( Everstone ), announced today that it has made a voluntary conditional cash offer (the Offer ) for all the issued and paid-up ordinary shares (the Shares ) in the capital of Catalist-listed Harry s

2 Page 2 of 5 Holdings Ltd. ( Harry s or the Company ) at S$0.23 per Share (the Offer Price ), with the intention of delisting the Company. Everstone will be co-investing in the Offeror with Verlinvest S.A., a Belgian based family holding company dedicated to private equity investments in the consumer sector, which is also a strategic / limited partner of Everstone. The Offer Price of S$0.23 per Share is at a premium over Harry s Initial Public Offering ( IPO ) price of S$0.22 per Share as well as its peak historical traded price of S$0.22 per Share since the Company was listed on the Catalist in January The Offer Price also represents a premium of 53% over the last traded price of $0.150 prior to the announcement of the Offer (the Offer Announcement ), and a premium of 80% over the average closing price for the six-month period preceding the date of the Offer Announcement (the Offer Announcement Date ). When compared with the average closing prices for the one-month, three-month and 12-month period preceding the announcement, the Offer Price is at a premium of 59%, 65% and 101% respectively. Mr. Mohan Mulani, the Founder and Executive Chairman of Harry s, and his wife, Mrs Rita Mulani, have given irrevocable undertakings to accept the Offer for the 45.91% of Harry s that they together own. JM Financial Singapore Pte Ltd advised Everstone on the transaction. EVERSTONE Everstone is a fund incorporated in Mauritius and is managed by Everstone Capital Management (the Fund Manager ), which is part of the Everstone group. With offices in Singapore, India and Mauritius, the Everstone group is a premier India and South East Asia focused investor with approximately US$1.8 billion of assets under its management. Founded by former Goldman 2

3 Page 3 of 5 Sachs Managing Directors Atul Kapur and Sameer Sain, Everstone's investors comprise endowments, foundations, pension funds, sovereign wealth funds and family offices. The Everstone group was awarded Firm of the Year in India by Private Equity Asia in 2011 and has a strong focus on consumer businesses. It is one of the largest owner and/or operator of specialty food services brands in India with formats across fine dining, casual dining, quick service, food courts, cafes and kiosks. RATIONALE FOR THE OFFER Everstone and its Fund Manager are one of the largest investors in food and beverage services businesses in India and are now looking to expand its network of food and beverage businesses outside of India, and in South East Asia. Everstone sees Harry s as being strategically complementary to its experience and existing network of food and beverage service businesses in India, and is a platform for the long-term development of its interests in the region. Everstone s Managing Partner, Mr. Sameer Sain said: We believe that Harry s, with its wellestablished brand and strong network of premium lifestyle bars and themed restaurants, as well as its catering services business, is a suitable platform for Everstone in the region. Everstone presently has no intention of making changes to Harry s existing business, but will review the Company s business plans following the close of the Offer. Mr. Sain added: Priced at a premium to Harry s IPO and peak historical share price, our Offer is a unique opportunity for all shareholders to realize their investments in the Company for a profit, and at a significant premium over its recent market price. 3

4 Page 4 of 5 Everstone takes a long term view on all its investments, with an investment period of 10 to 12 years for the funds it manages, in order to adequately nurture investee companies to their fullest potential. INTENTION OF OFFEROR Everstone aims to fully acquire Harry s, and to make it its wholly-owned subsidiary. It does not intend to maintain the present publicly listed status of Harry s. Accordingly, the Offeror intends to exercise its rights of compulsory acquisition under Section 215(1) of the Companies Act of Singapore, in the event that it receives valid acceptance or acquires and controls Shares totaling not less than 90% of the total Shares. The Offeror, Everstone and the financial adviser to the Offeror, JM Financial Singapore Pte. Ltd., do not currently own any Shares in the Company. MINIMUM ACCEPTANCE CONDITION The Offer is subject to the Offeror receiving valid acceptances, which when taken together with Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with the Offeror will result in the Offeror and parties acting in concert with the Offeror holding such number of Shares carrying more than 50% of the voting rights attributable to the Shares as at the close of the Offer. NEW SERVICE AGREEMENT To ensure continuity, Mr. Mulani has signed a new service agreement covering a period of three years commencing 1 January 2013, with an option on Mr. Mulani s part to renew for a further period of one year. # # # About Harry s Holdings The Company is incorporated in Singapore and is listed on the Catalist board of the Singapore 4

5 Page 5 of 5 Exchange Securities Trading Limited. The Harry s Group owns and operates a chain of premium lifestyle bars, under the brand name Harry s, and also owns and operates various themed restaurants cum bars under the names Mirchi Taste of India, Marrakesh Moroccan Lounge & Bar and The Rupee Room. The Harry s Group is also licensed as franchisee to operate one O Brien s sandwich bar in Singapore, operates a boutique hotel, The Club by Harry s Hospitality along Ann Siang Road in Singapore and also provides full catering services through Harry s Catering for corporate functions, social events and large-scale external events. The Harry s Group also owns and operates centres providing interactive play and music programmes to children in Singapore and Malaysia, as a franchisee of the Gymboree Play Programs Inc.. Directors Responsibility Statement The directors of the Offeror (including any who may have delegated detailed supervision of this Press Release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Press Release are fair and accurate and that no material facts have been omitted from this Press Release, and the directors of the Offeror jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources (including, without limitation, in relation to the Company), the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquiries that such information has been accurately extracted from such sources or, as the case may be, reflected or reproduced in this Press Release. CONTACT INFORMATION August Consulting Pte Ltd Tel: (65) HO See Kim, seekim@august.com.sg / HP: HO Lily, lily@august.com.sg / HP: