Not for release, publication or distribution in whole or in part in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

2 October 2014

Prezzo plc ("Prezzo" or the "Company")

Response to Press Speculation

The Board of Prezzo notes the recent press speculation around a potential offer for the Company. 

The Company confirms that it has received preliminary proposals from Advent International plc and TPG Capital LLP in relation to a possible offer for the Company. Indications are that any offer is unlikely to be at a premium to the share price at the close of business on 1 October 2014 of 135 pence per Ordinary Share.

Following this announcement, the Company is now considered to be in an "offer period" as defined in the City Code on Takeovers and Mergers (the "Code"), and the dealing disclosure requirements listed below will apply.

In accordance with Rule 2.6(a) of the Code, each of Advent International Plc and TPG Capital LLP must, by not later than 5.00 p.m. on 30 October 2014, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

In accordance with Rule 2.10 of the Code, the Company's issued share capital consists of 234,744,967 ordinary shares of 5 pence each ("Ordinary Shares"), all with voting rights. No shares were held in treasury at the date of this announcement. The total number of current voting rights in the Company is therefore 234,744,967. The International Securities Identification Number for the Ordinary Shares is GB00B07G3K12.

This announcement has not been made with the agreement or approval of Advent International Plc or TPG Capital LLP.

A further announcement will be made in due course, as appropriate.

Enquiries:

Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Altium or for providing advice in relation to the matters described in this announcement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure

Publication of this announcement

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.prezzorestaurants.co.uk/prezzoplc. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.