CDA - Acquisition of 86,5% of Urban Group

COMPAGNIE DES ALPES COMPLETES THE ACQUISITION OF

86.5% OF URBAN GROUP'S CAPITAL (83.0% TODAY + A PROMISE TO SELL AN ADDITIONAL 3.5%)

Paris, June 13, 2024 - Compagnie des Alpes announces that it has signed and completed today the acquisition of 83.0% of the share capital of Soccer 5 France SAS, parent company of the Urban Group, number 1 in 5-a-side soccer and co-leader in padel in France, following discussions held since the binding offer countersigned by the sellers and announced on March 13.

The Group has also secured the acquisition of an additional 3.5% of the capital of Soccer 5 France SAS held by Soccer 5 Evolution, the holding company of some of the Group's managers, by putting in place promises to sell, exercisable between October 1 and December 31, 2024, to enable it to complete certain due diligence procedures required to determine the acquisition structure of this latest holding. As announced, Compagnie des Alpes will ultimately own 86.5% of the capital of Groupe Urban's parent company.

Compagnie des Alpes thus becomes the majority shareholder alongside the managers/founders and management of the Urban Group, who remain shareholders in Soccer 5 France SAS with a 13.5% stake.

This transaction is fully in line with Compagnie des Alpes strategy as set out at the time of the June 2021 capital increase, and in line with its Raison d'Etre. By acquiring a majority stake in a major player in the leisure sector, a market leader in France, based in the Auvergne-Rhône Alpes region, with a strong, recognized brand, growing significantly, profitable, and operating in a high-potential market, Compagnie des Alpes is extending its leisure offering with a sports activity highly complementary to its own business activities.

This transaction is based on an enterprise value of 157 million euros (for 100% of the capital) and a

price of 129.7 million euros for 86.5% of the capital, plus a potential earn-out of 10 million euros which would be paid under certain conditions in the event of a favorable change in the tax treatment of the Urban Group's business activities. The balance (13.5%) may be bought back by Compagnie des Alpes within 4 to 5 years, using the same valuation method as for the 86.5% acquisition.

As a reminder, the Urban Group expects sales for its 2023/24 financial year (ending June 30) to come in at around €48 million, with an estimated unaudited post-IFRS 16 EBITDA of around €21.5 million.

This acquisition will be fully consolidated in the accounts of the Leisure Parks division as of June 30, 2024. The Urban Group's business in the months of July to September represents just under 20% of its annual sales. 

The Urban Group operates 35 centers in France and in Portugal, representing a total of 270 5-a-side soccer playing fields. It is also developing a padel business, with 100 dedicated courts spread across its centers. It is the market leader in France with 25% market share and welcomes some 3.75 million players each year.

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Upcoming releases in 2023/2024:

•       2023/2024 3^rd quarter sales:     Tuesday, July 23, after stock market

•       2023/2024 4^th quarter sales:     Tuesday, October 22, after stock market •           2023/2024 annual results:                Tuesday, December 3, before stock market.

www.compagniedesalpes.com

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