Update on Proposed TFS IPO

  LEI:213800QGNIWTXFMENJ24

2 July 2025

PROPOSED Initial Public OfferING IN INDIA of Travel Food Services Limited

FILING OF RED HERRING PROSPECTUS, PUBLICATION OF PRICE BAND AND PURCHASE BY SSP OF ADDITIONAL 1.01% STAKE IN TFS

SSP Group plc ("SSP"), a leading operator of restaurants, bars, cafes and other food and beverage outlets in travel locations across 38 countries, in conjunction with K Hospitality Corp, SSP's joint venture partner in India, provides an update on the proposed initial public offering in India of Travel Food Services ("TFS").

Highlights

· TFS has filed its Red Herring Prospectus ("RHP") with the Indian regulatory authorities, in relation to its proposed initial public offering ("IPO")

· The price band of the TFS IPO is set between 1,045 to 1,100 Indian Rupees per share; this indicates an expected market capitalisation for TFS between 137.6 and 144.8 billion Indian Rupees, based on the price band range (£1.17 to £1.23 billion at the spot rate of 117.45 Indian Rupees to 1 GBP)

· As set out previously, SSP will shortly purchase additional shares in TFS (representing 1.01% of TFS' issued share capital) for a consideration1 of approximately £12.5m; following completion of the purchase SSP will hold 50.01% of TFS' issued share capital

· Commencement of listing and trading of the shares of TFS on the Indian Stock Exchanges is planned for Monday 14 July 2025

· India is a strategically important market for SSP and we will continue to support TFS to build on its market-leading position and capitalise on the opportunities in this fast-growing travel market

Following publication of the RHP, in SSP's role as a Promoter of the Transaction, SSP is under certain restrictions imposed by SEBI's regulations with respect to dissemination of information regarding TFS. Please refer to the RHP for further details on TFS and the transaction.

Recap and update on IPO process

On 10 December 2024, SSP announced the planned initial public offering of TFS and TFS filed a Draft Red Herring Prospectus, the first document published in connection with the IPO, with the Securities and Exchange Board of India (SEBI) and the Indian Stock Exchanges (BSE Ltd and the National Stock Exchange of India Limited).

The Board believes that the planned IPO will benefit its shareholders by placing its investment in the strategically attractive Indian market onto an even stronger platform and by highlighting the value that has been created since its original acquisition of a stake in TFS. An IPO of TFS will also create a basis to build further value for SSP shareholders, given TFS's strong market position and its future growth potential, as well as enhancing TFS' reputation, governance and competitive position within the Indian market. Further detail on the TFS business, its strategy, the rationale for the IPO and the ongoing relationship between TFS and SSP can be found in our December update at www.foodtravelexperts.com/investors.

As we reported at the SSP half year results in May 2025, in late April we received 'in principle' clearance to proceed with the IPO from SEBI, the Indian market regulator. TFS has filed the RHP with the Registrar of Companies and with SEBI and the Indian Stock Exchanges. The RHP will be published on the SEBI website (www.sebi.gov.in), on the Indian Stock Exchanges (www.bseindia.com and www.nseindia.com) and TFS' website which will be available at www.travelfoodservices.com/investors. In addition, TFS has published a price band for the IPO of 1,045 to 1,100 Indian Rupees per share indicating an expected market capitalisation on listing of 137.6 to 144.8 billion Indian Rupees (c.£1.2 billion at a spot rate of 117.45 Indian Rupees to 1 GBP). The price band will be available on the websites of the Indian Stock Exchanges.

The final IPO pricing will be determined by TFS through a book build process with the IPO offer opening on Monday 7 July 2025 and closing on Wednesday 9 July 2025. The commencement of listing and trading of the shares of TFS on the Indian Stock Exchanges is planned for Monday 14 July 2025.

SSP purchase of additional shares in TFS

The planned IPO represents an offer for sale of equity shares in TFS by our JV partner, the Kapur Family Trust, the shareholding entity of K Hospitality Corp. TFS and SSP will not receive any proceeds from the offer. SSP currently holds 49% of TFS (which is consolidated in SSP's reported financial results) for which it paid a net consideration of £57.9m2. 

SSP expects to shortly complete its purchase of additional shares in TFS (representing 1.01% of TFS' issued share capital) for a consideration1 of approximately £12.5m. Following completion of the purchase, SSP will hold 50.01% of TFS' issued share capital and TFS will continue to be consolidated in SSP's reported financial results. Assuming the upper end of the price band range, the Kapur Family Trust would also sell shares in the proposed IPO that represent up to 13.81% of TFS's issued share capital. Under the Indian regulations, both SSP and the Kapur Family Trust are required to maintain their entire shareholding for at least six months post TFS listing and cumulatively hold at least 20% of TFS's shares for at least 18 months post the IPO.

TFS Board appointments

Immediately upon completion of the IPO, SSP and TFS will both operate as separately listed companies, with SSP holding 50.01% of TFS. Consistent with the strategic importance of TFS to SSP, SSP intends that Jonathan Davies (SSP Group Deputy CEO) and Jonathan Robinson (SSP CEO Asia Pacific) will join the Board of TFS in due course replacing its existing nominee directors, subject to all necessary regulatory clearances.

Further announcements will be made to update on progress, as appropriate.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) and is being released on behalf of SSP by Fiona Scattergood, Group General Counsel and Company Secretary.

Notes

1. The consideration for SSP's purchase of 1.01% of TFS's share capital is based on the price band published and deferred consideration (capped at a third of the initial consideration) will also be payable to reflect any increase in the value of the shares, based on the volume-weighted share price over the 30-day period from listing.

2. As disclosed by SSP on 20 October 2016

CONTACTS

Investor and analyst enquiries

Sarah John, Corporate Affairs Director, SSP Group plc

Sarah Roff, Group Head of Investor Relations, SSP Group plc

+44 (0) 7736 089218 / +44 (0) 7980 636214

E-mail: [email protected] / [email protected]

Media enquiries

Rob Greening / Russ Lynch

Sodali & Co

+44 (0) 207 250 1446

E-mail: [email protected]

NOTES TO EDITORS

About SSP

SSP Group plc (LSE:SSPG) is a global leading operator of food and beverage outlets in travel locations employing around 49,000 colleagues in over 3,000 units across 38 countries. We specialise in designing, creating and operating a diverse range of food and drink outlets in airports, train stations and other travel hubs across six formats: sit-down and quick service restaurants, bars, cafés, lounges, and food-led convenience stores. Our extensive portfolio of brands features a mix of international, national, and local brands, tailored to meet the diverse needs of our clients and customers. 

Our purpose is to be the best part of the journey, and we are committed to delivering leading brands and innovative concepts to our clients and customers around the world, focusing on exceptional taste, value, quality and service. Sustainability is crucial for our long-term success, and we aim to deliver positive impact for our business while uniting stakeholders to promote a sustainable food travel sector. 

www.foodtravelexperts.com

About TFS

TFS is a joint venture between SSP and K Hospitality Corp (the flagship hospitality brand under which the Kapur Family Trust operates, owns or invests in various hospitality and food services companies).

TFS is the leading player in the fast-growing Indian airport travel quick service restaurant ("Travel QSR") and lounge ("Lounge") sectors based on revenue in Fiscal 2025.

www.travelfoodservices.com

TRAVEL FOOD SERVICES LIMITED ("TFS"), our joint venture in India, is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares ("Offer") and has filed a Red Herring Prospectus dated 1 July 2025 ("RHP") with the Registrar of Companies, Maharashtra at Mumbai and submitted with BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE" together with BSE, collectively, "Stock Exchanges") and Securities and Exchange Board of India ("SEBI"). The RHP is available on the website of SEBI at www.sebi.gov.in, as well as on the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, on the website of the Company at www.travelfoodservices.com and on the website of the Book Running Lead Managers ("BRLMs") i.e., Kotak Mahindra Capital Company Limited, HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited and Batlivala & Karani Securities India Private Limited, at, https://investmentbank.kotak.com, https://www.business.hsbc.co.in, www.icicisecurities.com, and https://www.bksec.com/, respectively for investors who are residents of India. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see ''Risk Factors'' on page 35 of the RHP. Potential investors should not rely on the RHP filed with SEBI and the Stock Exchanges and should instead rely on their own examination of TFS and the Offer, including the risks involved, for making any investment decision.

This announcement does not constitute an invitation or offer of securities for sale in any jurisdiction. The Equity Shares of TFS have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any other applicable law of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable United States state securities laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act in transactions exempt from or not subject to the registration requirements thereunder, and (iii) outside the United States to eligible investors in "offshore transactions" as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. No public offering of the Equity Shares or other securities is being made in the United States.

ENDS