Receipt of Finaccess Takeover Notice
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RESTAURANT BRANDS NEW ZEALAND LIMITED
NZX/ASX release 26 November 2018
Restaurant Brands receives a takeover notice from Finaccess Capital to acquire up to 75% of
Restaurant Brands for NZ$9.45 cash per share
On 18 October 2018, the Board of Restaurant Brands New Zealand Limited (NZX/ASX: RBD,
“Restaurant Brands”) announced that it had received a non-binding indicative proposal from Finaccess
Capital, S.A. de C.V. (“Finaccess Capital”) to acquire up to 75% of Restaurant Brands’ shares by way of
a partial takeover offer at NZ$9.45 cash per share (the “Partial Takeover”).
As advised to the market on 9 November 2018, Restaurant Brands has continued to actively engage
with Finaccess Capital resulting in Restaurant Brands and Finaccess Capital executing a pre bid
agreement for the Partial Takeover today. The pre bid agreement sets out the terms and conditions
under which Finaccess Capital and Restaurant Brands are to progress the Partial Takeover, including
exclusivity arrangements, reciprocal break fees, and restrictions on de-listing and on certain future
takeover offers.
A summary of pre bid and offer terms is at Appendix A.
Following the execution of the pre bid agreement Restaurant Brands received a takeover notice from
Finaccess Capital (via its subsidiary Global Valar S.L.) notifying Restaurant Brands of Finaccess Capital’s
intention to make the Partial Takeover.
A copy of the takeover notice is at Appendix B.
The takeover notice is not a takeover offer. If Finaccess Capital proceeds to make a takeover offer, it
must do so, by sending an offer document to all shareholders, within the period that begins 10 working
days and ends 20 working days after today. Under the pre bid agreement Finaccess Capital is legally
obliged to make an offer during that period unless certain conditions are not satisfied or waived. If
these conditions are not satisfied or waived and a takeover offer is not made, Finaccess Capital’s
takeover notice will lapse.
The offer price of NZ$9.45 per share represents a 100% equity valuation of Restaurant Brands of
NZ$1.175 billion or a 75% equity valuation of NZ$882m and equates to an EV/EBITDA multiple of 14.1x
based on the company’s financial results for the 12 months to 26 February 2018.
Board recommendation
Grant Samuel has been appointed to prepare an independent adviser’s report to assist the Board and
Restaurant Brands’ shareholders to assess the merits of the Partial Takeover. The report will be
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distributed to shareholders with the target company statement which will be sent to shareholders
with, or shortly after, Finaccess Capital’s offer document.
Subject to Grant Samuel’s report concluding that the price of NZ$9.45 cash per share is within or above
their valuation range, and there being no unmatched superior proposal, each of Restaurant Brands’
independent directors and Stephen Copulos (who is a non-executive director) recommend to
Restaurant Brands’ shareholders that they accept the Partial Takeover.
Subject to the same qualifications, each of Restaurant Brands’ independent directors intends to accept
the takeover offer for all of Restaurant Brands’ shares he or she may hold (directly or through
associated interests). If total acceptances received under the Partial Offer exceed 75% of Restaurant
Brands’ shares, directors (the independent directors and Stephen Copulos) will be subject to the same
scaling regime as all shareholders.
Interests associated with Mr Copulos, which together own approximately 8.55% of Restaurant Brands’
shares, have agreed to accept the Partial Takeover for all of their shares.
1
The all-cash offer price of NZ$9.45 per share represents:
• A premium of 24.3% to Restaurant Brands closing price of NZ$7.60 on 17 October 2018, the
last trading day before the transaction was announced;
• A premium of 23.1% to its New Zealand volume weighted average price for the six months
ended 17 October 2018
2
.
The offer price values Restaurant Brands favourably in comparison to other comparable transactions
and the directors consider that the price appropriately values Restaurant Brands’ forward growth
prospects.
Restaurant Brands’ Chairman Ted van Arkel said the directors carefully considered the advantages and
disadvantages of the Partial Takeover. They concluded that the Partial Takeover provides shareholders
an opportunity to accelerate the realisation of some of the future value of the shares, at an attractive
premium to the market price before the Partial Takeover was announced, while retaining an ongoing
exposure to Restaurant Brands’ future performance.
Mr van Arkel said: “The Board strongly encourages shareholders to not take any action in respect of
their shares until they receive the target company statement. The target company statement will
include the recommendation from the directors of Restaurant Brands, and an independent adviser’s
report required under the Takeovers Code. Shareholders who are considering selling their shares
before then are recommended to seek their own professional advice.”
1
The full terms of the lock in deed will be attached to a substantial product holder notice that Restaurant Brands expects the Copulos
interests to release to the market today.
2
Six month value weighted average price as at 17 October 2018 is NZ$7.68.
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Partial Takeover Conditions
If and when made, the Partial Takeover will be, amongst other things, conditional on Finaccess Capital
receiving acceptances which would result in Finaccess Capital acquiring 75% of the Restaurant Brands’
shares on issue, and approval by the Overseas Investment Office. If Finaccess Capital waives the 75%
minimum acceptance condition, the Partial Takeover will be conditional on Finaccess Capital receiving
acceptances for at least 50.01% of Restaurant Brands’ shares.
The Partial Takeover will also be conditional on receipt of consent from certain subsidiaries of Yum!
Brands, Inc., the owner of the KFC, Pizza Hut and Taco Bell brands franchised to Restaurant Brands.
The relevant Yum! Brands’ subsidiaries have conditionally granted consent, subject to the satisfaction
of certain requirements, including completion of franchisee due diligence in respect of Finaccess
Capital and entry into formal agreements relating to the new ownership of Restaurant Brands and its
operation and development of its KFC, Pizza Hut and Taco Bell businesses after completion of the
Partial Takeover.
Finaccess Capital Future Intentions regarding Restaurant Brands
In the attached takeover notice, Finaccess Capital outlines its intentions regarding the future
operations of Restaurant Brands. Finaccess Capital intends to support Restaurant Brands’ current
management team to continue to execute the company’s existing strategy. Finaccess Capital will
continue to assess the ongoing dividend policy against the other capital requirements in the business.
Finaccess Capital states in the takeover notice that it does not intend to significantly lever Restaurant
Brands and that while it currently does not envisage any future capital raising being required in the
near to medium term, large scale initiatives unable to be funded from existing business cashflows may
require additional equity capital given the intention to maintain current leverage.
In the pre bid agreement Finaccess Capital has agreed that any future takeover offer by Finaccess
Capital for Restaurant Brands within 12 months after completion of the Partial Takeover will not offer
consideration of less than NZ$9.45, adjusted for movements in the S&P/NZX50 index. Finaccess
Capital has also agreed not to take any positive steps to delist Restaurant Brands from the NZX and
ASX within 12 months after completion of the Partial Takeover unless Finaccess Capital becomes
entitled to compulsorily acquire the remaining Restaurant Brands shares as a result of a further
takeover offer that complies with the minimum price requirements described above.
Restaurant Brands is being advised by Macquarie Capital and Harmos Horton Lusk and Finaccess
Capital is being advised by Greenhill & Co., Simpson Grierson and Uría Menéndez.
Ends
For more information regarding Restaurant Brands
Please contact: Grant Ellis Russel Creedy
Company Secretary Chief Executive Officer
+64 9 525 8700 +64 9 525 8700
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For more information regarding Finaccess Capital
Please contact: Geoff Senescall Begoña Orgambide
PR Adviser Director of Investor Relations
+64 21 481 234 +52 55 5540 2527 (ext. 1152)
About Restaurant Brands
Restaurant Brands is a corporate franchisee and specialises in managing multi-site branded food retail
chains. Listed on the NZX and the ASX, Restaurant Brands has annual sales of c.NZ$740 million. As of
November 2018, Restaurant Brands had 283 stores: 94 KFC New Zealand, 61 KFC Australia, 29 Pizza
Hut New Zealand, 18 Carl's Jr., 36 Taco Bell Hawaii and 45 Pizza Hut Hawaii stores. It employs more
than 9,000 staff across New Zealand, Australia and Hawaii and serves 120,000 customers worldwide
every day.
www.restaurantbrands.co.nz
About Finaccess Capital
Finaccess Capital is a growing company with a strong presence in the casual dining and quick service
restaurant sector, as well as in the real estate business, in close to 20 countries in Europe and Asia.
The company supports strong brands in attractive markets, working to maximise their potential and
create value with a uniquely long-term horizon, while leveraging its expertise to contribute to their
operations. Finaccess Capital’s current major investments in public companies include a controlling
interest in AmRest, a European casual dining and quick service restaurant operator, and a minority
interest in Inmobiliaria Colonial, a Spanish real estate business.
Finaccess Capital is part of Grupo Finaccess, which includes several other companies and holds
assets in Mexico, the US, Europe and Asia, offering a unique portfolio of financial, operative, and
investment services to a diverse client base.
www.grupofinaccess.com
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Appendix A
Summary of the Pre-Bid Agreement and the Offer Terms
Date and parties
The pre-bid agreement (“Pre-Bid Agreement”) is dated 25 November 2018
and is between Restaurant Brands, Finaccess and Global Valar.
Global Valar’s
obligations
Global Valar was required to send a notice of its intention to make a
takeover offer for 75% of the ordinary shares in Restaurant Brands
(“Shares”) at NZ$9.45 per Share to Restaurant Brands by 8am on the
business day immediately following the date of the Pre-Bid Agreement
(“Takeover Notice”).
Subject to the conditions set out below, Global Valar is required to make
the partial takeover offer (“Offer”) not earlier than 10 business days and
not later than 20 business days after sending the Takeover Notice.
Global Valar and Restaurant Brands have agreed to work together with a
view to Global Valar making the Offer on 10 December 2018.
Conditions to Global
Valar’s obligations
Global Valar’s obligation to give the Takeover Notice and make the Offer
are conditional on:
• Grant Samuel’s independent adviser’s report concluding that Global
Valar’s offer price is within or above Grant Samuel’s valuation range
for the Shares;
• certain conditions set out in the Offer terms accompanying the
Takeover Notice (“Offer Terms”) not being breached;
• Restaurant Brands not committing a material breach of the Pre-Bid
Agreement or the Takeovers Code; and
• Global Valar entering into a lock-in deed with interests associated with
Stephen Copulos (who together own approximately 8.55% of the
Shares on the date of this announcement) relating to their acceptance
of the Offer.
Offer Terms
The Offer Terms, which accompany the Takeover Notice, are the terms and
conditions of the proposed Offer. In summary, the Offer Terms provide
that:
• the Offer is a partial takeover offer conditional on Global Valar
receiving acceptances which will result in Global Valar becoming the
holder of 75% of Restaurant Brands shares. Global Valar may waive
this condition to the effect that the Offer is conditional only on
Global Valar receiving acceptances for more than 50% of Restaurant
Brands shares; and
• the Offer will be subject to various conditions including:
o Global Valar receiving all consents required from the Overseas
Investment Office;
o Yum!’s consent to the Offer becoming unconditional in all
respects;
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o no material adverse change occurring between the date which
Global Valar provides its Takeover Notice and the date the
Offer is declared unconditional; and
o Restaurant Brands continuing to conduct its business in the
ordinary course, subject to the restrictions set out in the Offer
Terms.
The Offer Terms, when completed for the Offer, will set out the opening
date and closing date of the Offer. These dates have not yet been
confirmed, however the Offer must remain open for at least 20 working
days, and not more than 60 working days, under the Takeovers Code.
Restaurant Brands’
response obligations
In response to the performance of Global Valar’s obligations, Restaurant
Brands must:
• make this public statement;
• use its best endeavours to prepare and send its target company
statement to Global Valar by 7 December 2018, with the intent that
the target company statement would be sent to Restaurant Brands
shareholders at the same time as the Offer document (in any event
Restaurant Brands must sent its target company statement no later
than 10 working days after Global Valar makes the Offer);
• procure that its directors unanimously recommend that shareholders
accept the Offer, subject to Grant Samuel’s independent adviser’s
report concluding that the Offer price is within or above Grant
Samuel’s valuation range for the Shares and there being no
unmatched superior proposal; and
• procure that each independent director who holds or controls the
Shares will accept the Offer within two business days after the Offer is
made.
Exclusivity
The Pre-Bid Agreement contains certain exclusivity arrangements in favour
of Global Valar. In summary, Restaurant Brands has granted Global Valar
the following exclusivity rights:
• No Shop: Restaurant Brands must not solicit any competing
transaction or any proposal that may reasonably be expected to
encourage or lead to the making of a competing transaction.
• No Talk: Restaurant Brands must not enter into discussions or
negotiations in relation to, or which would reasonably be expected to
lead to, a competing transaction;
• No Due Diligence: Restaurant Brands must not provide or make
available to a third party any non-public information relating to
Restaurant Brands in relation to, or which would reasonably be
expected to lead to the making of, a competing transaction;
• Notification: if Restaurant Brands receives a potentially competing
transaction, or any request to do anything referred to in the no due
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diligence provisions (as described above), Restaurant Brands must
notify Global Valar within two business days; and
• Matching Right: if Restaurant Brands receives a competing
transaction which the board of Restaurant Brands concludes is a
superior proposal, Restaurant Brands must give Global Valar five
business days to provide an equivalent or better proposal to the terms
of the superior proposal.
‘Fiduciary out’ -
exception to
exclusivity
Restaurant Brands is not required to comply with its no talk and no due
diligence obligations if it receives an unsolicited bona fide competing
transaction and the directors, acting in good faith and having considered
legal advice, determine that:
• failing to respond to such competing transaction would be likely to
constitute a breach of the fiduciary or statutory duties owed by any
director to Restaurant Brands or its shareholders; and
• the bona fide competing transaction may result in a superior proposal.
Reimbursement
Fees
Restaurant Brands has agreed to pay Global Valar a reimbursement sum of
NZ$7,000,000 (plus GST, if any), if:
• any director of Restaurant Brands fails to recommend the Offer,
makes other adverse comments in relation to the Offer or (other than
Stephen Copulos) fails to accept the Offer, other than as a result of:
o Grant Samuel’s independent adviser report concluding that the
consideration under the Offer does not fall within or above its
valuation range for the Shares;
o a failure of any of the conditions set out in clauses 5.2 (Overseas
Investment Office consent), 5.3 (Yum! consent) or 5.4(q) (No
restraining orders) of the terms of the Offer Terms; or
o Global Valar breaching the Pre-Bid Agreement;
• a competing transaction is announced prior to the closing of the Offer
and is successfully implemented within 12 months of that
announcement;
• Restaurant Brands, with the intention of undermining or frustrating
the Offer, solicits or encourages a person to acquire 10% or more of
the Shares and that person does not accept the Offer;
• the Pre-Bid Agreement is terminated after Global Valar fails to match
a Superior Proposal; or
• any of the Copulos interests fail to accept the Offer in accordance with
the Lock-in Deed.
Reverse
reimbursement fee
Global Valar is required to pay Restaurant Brands a reimbursement sum of
NZ$7,000,000 (plus GST, if any) if:
• it fails to make the Offer in accordance with the Pre-Bid Agreement; or
• it fails to meet its payment obligations to Shareholders under the
Offer.
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Minority protection
provisions
• Global Valar will not delist Restaurant Brands from the NZX or ASX
within 12 months after completion of this Offer, except where Global
Valar becomes entitled to compulsorily acquire the remaining Shares
under Part 7 of the Takeovers Code as a result of a takeover offer
which complies with the requirements summarised in paragraph set
out below.
• If Global Valar makes a further takeover offer for Restaurant Brands
within 12 months after completion of this Offer (“Follow-On Offer”),
the Offer price of the Follow-On Offer must be at least NZ$9.45 per
Share, subject to an adjustment on a pro-rata basis to reflect any
decline or increase (if any) in the S&P/NZX 50 index between the date
of completion of this Offer and the date that Global Valar gives the
notice of intention for the Follow-On Offer.
Senior executive
performance rights
Under the Pre-Bid Agreement, Restaurant Brands warrants that it has
entered into arrangements with Russel Creedy and Grant Ellis in respect of
the performance rights held by each of them
3
under which RBD has agreed,
subject to certain conditions, that on the record date for the Offer:
• Russel Creedy’s performance rights will vest, and Restaurant Brands
will issue to Russel Creedy 252,000 Shares; and
• Grant Ellis’ performance rights will vest, and Restaurant Brands will
issue to Grant Ellis 126,000 Shares.
Guarantee
Finaccess Capital has guaranteed to Restaurant Brands the performance by
Global Valar of all of its obligations under the Pre-Bid Agreement.
3
In August 2017, Restaurant Brands issued 252,000 performance rights to Russel Creedy and 126,000 performance rights to Grant Ellis.
Each performance right grants the holder the right to one share in Restaurant Brands if the closing price for Restaurant Brands shares is or
exceeds NZ$10.00 for 40 consecutive trading days within a prescribed period, and if certain other conditions are satisfied.
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Appendix B
Takeover Notice
PARTIAL TAKEOVER OFFER BY GLOBAL
VALAR, S.L. (A SUBSIDIARY OF FINACCESS
CAPITAL, S.A. DE C.V.) FOR ORDINARY
SHARES IN RESTAURANT BRANDS NEW
ZEALAND LIMITED
IMPORTANT
If you are in doubt as to any aspect of this Offer, you should consult your financial
or legal adviser.
If you have sold all your shares in Restaurant Brands New Zealand Limited, you
should immediately hand this Offer Document and the accompanying acceptance
forms to the purchaser or the agent (eg the broker) through whom the sale was
made, to be passed to the purchaser.
Restaurant Brands New Zealand Limited’s target company statement, together with
an Independent Adviser’s Report on the merits of the offer either accompanies this
Offer or will be sent to you within 10 Working Days and should be read in
conjunction with this Offer.
CONTENTS
1. LETTER FROM THE CEO OF FINACCESS CAPITAL 2
2. REASONS WHY YOU SHOULD ACCEPT THE OFFER 4
3. SUMMARY OF THE OFFER 7
4. HOW TO ACCEPT THE OFFER 9
5. TERMS AND CONDITIONS OF THE OFFER 11
6. SCHEDULE 26
LETTER FROM THE CEO OF FINACCESS CAPITAL
26 November 2018
Dear Shareholder,
PARTIAL TAKEOVER OFFER FOR RESTAURANT BRANDS AT NZ$9.45 CASH PER SHARE
Finaccess Capital, S.A. de C.V. (Finaccess Capital) is pleased to present to you this
recommended
1
partial takeover offer in relation to Restaurant Brands New Zealand Limited
(Restaurant Brands). Our NZ$9.45 cash per share offer is in respect of 75% of the fully paid
ordinary shares in Restaurant Brands (the Offer). The Offer is being made by our subsidiary,
Global Valar, S.L. (the Offeror).
We believe the Offer is a compelling opportunity for shareholders to realise significant value for
their investment in Restaurant Brands, with the offer price of NZ$9.45 cash per share representing
a 24.3% premium to Restaurant Brands’ last close price prior to announcement of our proposal
and a 26.1% premium to the 12 month VWAP
2
at that time.
Each of Restaurant Brands’ independent directors and Stephen Copulos
3
(who is a non-executive
director) recommend that you accept our Offer in the absence of an unmatched superior proposal
and subject to the Independent Adviser’s Report concluding, and continuing to conclude, that our
Offer consideration of NZ$9.45 cash per share is within or above the Independent Adviser’s
valuation range. Further details of the recommendation will be set out in the target company
statement which will be mailed to all shareholders. Included within the target company statement
will be the Independent Adviser’s Report, which will include the Independent Adviser’s valuation
range.
We have entered into a separate agreement with Mr Copulos, Restaurant Brands’ largest
shareholder with a current shareholding of approximately 8.5%. As part of this agreement, Mr
Copulos has agreed to accept our Offer for all of the Restaurant Brands shares he holds or
controls, subject to directors of Restaurant Brands not withdrawing or qualifying their
recommendation of our Offer. Furthermore, all other directors intend to accept our Offer in respect
of all of the Restaurant Brands shares that they hold or control, in the absence of an unmatched
superior proposal.
The Offer is subject to a 75% minimum acceptance condition. The 75% minimum acceptance
condition can be waived, in which case the Offer will remain conditional on acceptances being
received that result in us holding or controlling more than 50% of the voting rights in Restaurant
Brands. This may result in the Offeror holding or controlling an interest in Restaurant Brands
between 50% and 75%. We have chosen not to make a full takeover offer because we believe
1
Restaurant Brands directors unanimously recommend that shareholders accept the Offer in the absence of an
unmatched superior proposal and subject to the Independent Adviser’s Report concluding that the Offer consideration is
within or above the Independent Adviser’s valuation range.
2
VWAP means the volume weighted average price at which Restaurant Brands’ shares have traded on the New Zealand
Stock Exchange main board for the relevant period. VWAP is calculated as the total dollar value of shares traded on-
market, divided by the total volume (or number) of shares traded on-market during the period referred to. VWAPs have
been calculated up to and including close as of 17 October 2018 (being the last trading day prior to Restaurant Brands’
announcement of Finaccess Capital’s non-binding indicative proposal).
3
Mr Copulos, and certain of his related entities, have agreed to accept the Offer pursuant to a lock-in deed with the Offeror
and Finaccess Capital, which is summarised in clause 8.1 of the Schedule to the Offer Document.
Page 3
there are a number of benefits from Restaurant Brands maintaining its current New Zealand Stock
Exchange (NZX) and Australian Securities Exchange (ASX) listings. By remaining a public
company, Restaurant Brands will have access to capital to fund future growth while also providing
existing shareholders an opportunity to continue participating in the business over the long term.
We believe that we are uniquely placed to help assist Restaurant Brands through its next phase
of growth and deliver value to all shareholders. Finaccess Capital is a growing investment
company focused on supporting strong brands in attractive end-markets, working to maximise
their potential and creating value over a long-term horizon. We are not a typical financial investor
or private equity fund looking to make a short-term profit. Instead, we aim to become long-term
operating partners, leveraging our significant consumer retail experience and helping talented
management teams execute their growth strategies.
Our senior leadership’s extensive consumer retail experience stems from their long-term
leadership roles with Grupo Modelo, S.A.B. de C.V. (one of the largest brewing companies in the
world with iconic brands including Corona and Modelo, now part of Anheuser-Busch InBev
SA/NV). Additionally, our majority investment in AmRest Holdings SE, which operates
approximately 2,000 casual dining and quick service restaurants including KFC and Pizza Hut
branded restaurants, provides us with directly relevant experience and knowledge. We believe
this makes us a natural partner for Restaurant Brands.
We recognise Restaurant Brands’ impressive historical growth track record, including through
organic store roll-outs as well as significant bolt-on acquisitions. Throughout our engagement with
Restaurant Brands, we have been highly impressed by the Restaurant Brands management
team, and it is our intention to leverage our significant resources to fully support their future
business development and growth initiatives, both within New Zealand as well as internationally.
We believe that together we can create value for all Restaurant Brands shareholders.
An Offer Document which sets out the details of the Offer, including relevant information you will
need to take into account before making a decision to accept the Offer for all or part of your
shareholding, will be mailed to all shareholders in due course.
We believe this Offer represents a compelling opportunity, and encourage you to accept.
Yours sincerely,
Finaccess Capital, S.A. de C.V.
José Parés Gutiérrez
Chief Executive Officer
Page 4
REASONS WHY YOU SHOULD ACCEPT THE OFFER
The Offer price represents a material premium to the Restaurant Brands share
price
The Offer price of NZ$9.45 cash per share represents an attractive premium of:
24.3% to the last closing share price of Restaurant Brands on 17 October 2018, the trading
day prior to the announcement of Finaccess Capital’s initial non-binding indicative proposal;
23.2% to the three month VWAP prior to announcement of the proposal;
23.1% to the six month VWAP prior to announcement of the proposal; and
26.1% to the 12 month VWAP prior to announcement of the proposal.
Restaurant Brands’ directors recommend shareholders accept the Offer
Each of Restaurant Brands’ independent directors and Stephen Copulos (who is a non-
executive director) recommend that shareholders accept the Offer in the absence of an
unmatched superior proposal and subject to the Independent Adviser’s Report concluding that
the Offer consideration is within or above the Independent Adviser’s valuation range.
Stephen Copulos has agreed to sell all (subject to scaling) of his Restaurant
Brands shares to the Offeror
Stephen Copulos is Restaurant Brands’ largest shareholder and a non-executive director, with
a current shareholding of approximately 8.5%.
Mr Copulos has agreed to accept our Offer for all of the Restaurant Brands shares he holds or
controls, subject to the directors of Restaurant Brands not withdrawing or qualifying their
recommendation of our Offer.
His support is a significant endorsement of this Offer and contributes meaningfully to the
acceptances required to reach the Offeror’s targeted 75% shareholding.
#2
#3
#1
NZ$9.45
NZ$7.60
NZ$7.67
NZ$7.68
NZ$7.49
NZ$6.50
NZ$7.00
NZ$7.50
NZ$8.00
NZ$8.50
NZ$9.00
NZ$9.50
NZ$10.00
Offer PriceLast Close3 Month VWAP6 Month VWAP12 Month VWAP
24.3%
Premium
23.2%
Premium
23.1%
Premium
26.1%
Premium
Source: IRESS
NZ$0.00
Offer price: NZ$9.45 cash per share
Page 5
The Offer represents a significant premium to Restaurant Brands’ previous
trading range
The Offer values Restaurant Brands at an attractive multiple
The Offer values Restaurant Brands at an attractive multiple of:
14.1x EV/FY2018 EBITDA
1
;
13.6x EV/last 12 month EBITDA
2
; and
13.1x EV/FY2019 forecast consensus EBITDA
3
.
Source: Company filings, FactSet
1. Refers to enterprise value (EV) divided by underlying earnings before interest, tax, depreciation, amortisation and non-trading
items (EBITDA).
2. Based on EBITDA for 12 months to 10 September 2018 (per Restaurant Brands’ half year accounts released 18 October 2018).
3. Based on FY2019 forecast FactSet consensus EBITDA as at 17 October 2018 (the trading day prior to announcement of
Finaccess Capital’s non-binding indicative proposal).
#5
#4
NZ$4.00
NZ$5.00
NZ$6.00
NZ$7.00
NZ$8.00
NZ$9.00
NZ$10.00
Oct-16Feb-17Jun-17Oct-17Feb-18Jun-18Oct-18
18-Oct-18: Finaccess Capital's non-
binding indicative proposal announced
Source: FactSet
Offer price: NZ$9.45 cash per share
Page 6
Finaccess Capital is a long-term investor with an operational focus and extensive
track record in the consumer retail space
Finaccess Capital is a growing investment company focused on supporting strong brands in
attractive end-markets, working to maximise their potential and creating value over a long-term
horizon. Our business is part of Grupo Finaccess S.A. de C.V., which includes several other
companies and holds assets in Mexico, the US, Europe and Asia.
With no finite fund life, Finaccess Capital aims to become a long-term operating partner,
leveraging its senior leadership’s extensive consumer retail experience, including from their
long-term roles with Grupo Modelo, S.A.B. de C.V. (one of the largest brewing companies in
the world with exports to more than 180 countries and iconic brands including Corona and
Modelo, now part of Anheuser-Busch InBev SA/NV). Our investment approach is based on the
core belief that any business’ success is predicated upon developing, retaining and supporting
talented management teams.
Finaccess Capital will also aim to leverage its directly relevant experience gained from its
majority investment in AmRest Holdings SE, which operates approximately 2,000 casual dining
and quick service restaurants in 26 countries (with a focus on Europe, Russia and China) and
a portfolio of brands including KFC, Pizza Hut, Burger King and Starbucks (as well as several
owned brands).
Finaccess Capital will support Restaurant Brands’ growth agenda
Restaurant Brands has achieved admirable growth historically, both through organic store roll-
outs as well as significant bolt-on acquisitions. In order to continue growing and creating
shareholder value, Restaurant Brands will need to invest further in the business.
Given its long-term investment horizon, Finaccess Capital is focused on investing in high quality
businesses that can act as platforms for future growth and capital investment.
Finaccess Capital has been highly impressed by Restaurant Brands’ management team and
we intend to leverage our significant resources to fully support their future business
development and growth initiatives, both within New Zealand as well as internationally.
We believe that together we can create value for all Restaurant Brands shareholders.
Accepting shareholders will have certainty of cash, with no brokerage payable
A successful Offer will provide accepting shareholders with certainty of cash for some or all of
their investment in Restaurant Brands (subject to the level of acceptance and any scaling in
accordance with the Takeovers Code).
Accepting shareholders will also not be charged brokerage under this Offer. Shareholders
selling their Restaurant Brands shares on the NZX or ASX through a share broker may be
charged brokerage.
#8
#6
#7
Page 7
SUMMARY OF THE OFFER
Consideration NZ$9.45 per fully paid ordinary share (Share(s)) in Restaurant
Brands in cash.
Partial Offer The Offer is for 75.00% of the Shares.
The Offer is subject to receipt by the Offeror of acceptances which
will result in the Offeror becoming the holder of 75.00% of the
Shares. The Offeror is able to waive this condition and, if it does so,
the Offer will be conditional on the Offeror receiving sufficient
acceptances that would result in the Offeror acquiring at least
50.01%
4
of the Shares (in this case, the Offer will result, if it
becomes unconditional in all respects, in the Offeror holding
between 50.01% and 75.00% (inclusive), of all the Shares in
Restaurant Brands).
As at the date of this Offer Document, neither the Offeror nor
Finaccess Capital holds or controls any Shares.
Opening date [ • ]
Closing date The Offer closes at 11.59 p.m. on [the date 60 Working Days after
the date of the Offer] (unless the Offer is extended in accordance
with the Takeovers Code).
Scaling of
acceptances
You may ACCEPT the Offer in respect of any number of your
Shares. However, if you accept more than 75.00% of your Shares
into the Offer, your acceptance may be subject to scaling in
accordance with the Takeovers Code.
Details of the scaling process are set out in clause 4 of the Offer
Terms. In summary, any Shares you accept into the Offer in excess
of 75.00% will only be taken up by the Offeror in order to ensure that
the Offeror holds 75.00% on completion of the Offer. This would
only occur if some shareholders have not accepted the Offer (or
have accepted in respect of less than 75.00% of their Shares). Any
shareholders who accept in excess of 75.00% of their Shares will
have their acceptance in respect of that excess scaled on a pro rata
basis.
Payment date You will be paid in accordance with clause 2.2 of the Offer Terms.
At this stage, it is anticipated that you will not be paid until after the
Closing Date.
However, if the Offeror declares the Offer unconditional before the
Closing Date you will be paid within five Working Days of the latest
of the date on which your acceptance is received by the Offeror, the
date on which the Offer becomes unconditional or the first specified
closing date.
Directors’
recommendation
Each of Restaurant Brands’ independent directors and Stephen
Copulos
5
(who is a non-executive director) recommend that you
4
Both references to “50.01%” in this paragraph have been rounded up to two decimal places.
5
Mr Copulos, and certain of his related entities, have agreed to accept the Offer pursuant to a lock-in deed with the Offeror
and Finaccess Capital, which is summarised in clause 8.1 of the Schedule to the Offer Document.
Page 8
accept the Offer, in the absence of an unmatched superior proposal
and subject to the Independent Adviser’s Report concluding, and
continuing to conclude, that the consideration under this Offer is
within or above the Independent Adviser’s valuation range for the
Shares.
Conditions The Offer is conditional on the conditions contained in clauses 5.1 to
5.4 of the Offer Terms.
Other than the minimum acceptance conditions referred to in the
summary of the Offer above, the material conditions of the Offer are
summarised below:
(a) The Offeror receives all necessary consents required under the
Overseas Investment Act 2005 and the Overseas Investment
Regulations 2005 for the Offeror to complete the acquisition of
Shares in accordance with this Offer.
(b) The consent of Kentucky Fried Chicken International Holdings
LLC, Pizza Hut International LLC and Taco Bell Corp, to the
acquisition of Shares in accordance with this Offer, becomes
unconditional in all respects.
(c) No material adverse change occurs between the Notice Date
and the time that the Offer is declared unconditional by the
Offeror.
(d) Restaurant Brands conducts its business, and each of its
subsidiaries and joint venture entities conducts their business, in
the ordinary course of business, in a manner materially
consistent with the manner in which such business has been
conducted in the 12 months prior to the Notice Date.
Lock-In Deed Finaccess Capital has entered into a lock-in deed with Stephen
Copulos, a director of Restaurant Brands, and certain interests
associated with Stephen Copulos
6
(the Copulos Interests) who, in
aggregate, own 8.55% of the Shares.
Under the lock-in deed:
(a) each of the Copulos Interests has agreed to accept, and
Stephen Copulos has agreed to procure that each of the
Copulos Interests accept, the Offer in respect of all of their
respective Shares (subject to scaling in accordance with the
terms of the Offer); and
(b) neither Stephen Copulos nor any of the Copulos Interests will
make any public statement indicating a lack of support for, or
endorsement of, the Offer or supporting, recommending or
endorsing a different transaction to the Offer.
7
This is a summary of the Offer. The detailed terms of the Offer are set out on pages
11 to 25 of this Offer Document.
6
See the definition of Copulos Interests in clause 9.2 of the Offer Terms for the names of these interests.
7
This does not prevent Stephen Copulos, in his capacity as a director of Restaurant Brands, from recommending a
superior proposal in certain circumstances. Details are set out in the summary of the Pre-Bid Agreement in clause 10.3
of the Schedule to the Offer Document.
HOW TO ACCEPT THE OFFER
How to accept To ACCEPT this Offer, you should either:
(a) ACCEPT the Offer online at www.rbdtakeover.co.nz; or
(b) complete the relevant Acceptance Form and, if applicable, the
Specified Holder Certificate accompanying this Offer, in
accordance with the instructions set out in the applicable form.
If you wish to ACCEPT this Offer, the relevant completed
Acceptance Form and, if applicable, Specified Holder Certificate
must be received, online or by other specified means, by the
Offeror before or post marked no later than 11.59 p.m. on [ • ]
(unless the Offer is extended in accordance with the Takeovers
Code).
Which
Acceptance
Form to
complete
(a) If you hold your Shares in a CHESS holding (Australian
shareholders), please complete the GREEN Acceptance Form;
(b) For all other holders of Shares, please complete the WHITE
Share Acceptance Form.
The Offer Document you receive will be accompanied by the relevant
Acceptance Forms, with your holdings of Shares (as recorded by
Restaurant Brands at 5.00 pm on [date of Record Date] already
completed.
Specified
Holder
Certificate
If you hold Shares on behalf of more than one person, then:
(a) you are a “Specified Holder”; and
(b) you must complete the Specified Holder Certificate for the Offer
and return it with your Acceptance Form as outlined above.
The Specified Holder Certificate sets out the number of “Specified
Persons” on whose behalf you hold Shares, the number of Shares you
hold on behalf of those Specified Persons, and the respective number
of Shares you accept into Offer on behalf of those Specified Persons.
If you fail to complete the Specified Holder Certificate, your
acceptance in respect of the Offer is invalid.
Scaling You may ACCEPT this Offer for all or some of your Shares.
Your acceptance may be subject to scaling in accordance with
clause 4 of the Terms and Conditions of the Offer.
Please refer to the Summary of the Offer for an overview of how
scaling works under this Offer.
Address for
acceptance
Return Acceptance Form to Global Valar, S.L.:
Online:
Complete your relevant Acceptance Form at www.rbdtakeover.co.nz.
You will require your CSN/Holder Number and relevant Acceptance
Page 10
Number to complete your online acceptance. The CSN/Holder
Number can be found on the Acceptance Form sent to you.
By email:
Email a scanned copy to: applications@linkmarketservices.co.nz
If you do this, please use “RBD Takeover Acceptance” as the subject
line of the email for easy identification.
By post:
Global Valar, S.L.
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
By hand delivery:
Global Valar, S.L.
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
By facsimile:
Fax it to Global Valar, S.L.
C/- Link Market Services Limited
+64 9 375 5990
If you have sold
all of your
Shares
Please hand or send this Offer Document and all enclosures
(including the Acceptance Form(s) and, if applicable, Specified
Holder Certificate(s)) immediately to the purchaser of your Shares or
the broker through whom you made the sale requesting that this
Offer Document and all enclosures be forwarded to the new
Shareholder.
If you have sold
some of your
Shares
Please alter the total holding on the relevant Acceptance Form and, if
applicable, Specified Holder Certificate, and deliver the amended
and completed forms as described above.
If you have lost
your
Acceptance
Form(s) or
Specified
Holder
Certificate(s)
Please contact Link Market Services Limited on +64 9 375 5998 or
applications@linkmarketservices.co.nz and they will send you a new
Acceptance Form(s) and/or Specified Holder Certificate(s).
Website Please go to rbdtakeover.co.nz for information about how to make an
online acceptance of this Offer.
TERMS AND CONDITIONS OF THE OFFER
1. THE OFFER
1.1 Offer: The Offeror offers to purchase 75.00% of the Shares (the Specified
Percentage), including all rights, benefits and entitlements attached thereto on,
after, or by reference to the Notice Date, subject to the terms and conditions set out
in this Offer Document and to the Takeovers Code. As at [ • ], the Specified
Percentage represents [number] Shares (that number, or any lesser or greater
number that may result from an issue or buyback of Shares, is referred to as the
Specified Number in this Offer Document). The Offeror may end up holding less
than the Specified Percentage, but more than 50% of the Shares, in circumstances
where:
(a) the Offeror does not receive sufficient acceptances that would result in the
Offeror holding the Specified Percentage of the Shares;
(b) the Offeror waives the minimum acceptance condition in clause 5.1(a)
(which relates to the Offeror receiving sufficient acceptances such that the
Offeror would end up holding the Specified Percentage of the Shares); and
(c) the Offer becomes unconditional in all other respects, including that the
minimum acceptance condition set out in clause 5.1(b) is satisfied (which
relates to the Offeror receiving sufficient acceptances such that the Offeror
would end up holding more than 50% of the Shares).
1.2 Offer Period: This Offer is dated [ • ] (Offer Date) and will remain open for
acceptance until 11.59 p.m. on [the date 60 Working Days after the Offer Date] (the
Offer Period), unless the Offer is withdrawn in accordance with the Takeovers
Code and every person is released from every obligation incurred under the terms
of it, or the Offer lapses in accordance with its terms. The Offeror may extend the
Offer Period in accordance with the Takeovers Code. The time the Offer expires is
referred to in this Offer Document as the Closing Date.
1.3 Acceptance Form and Specified Holder Certificate: The enclosed Acceptance
Form and Specified Holder Certificate comprise part of this Offer.
2. OFFER CONSIDERATION
2.1 What you will be paid: The consideration offered by the Offeror is NZ$9.45 per
Share payable in cash, subject to any adjustment in accordance with clause 6.
2.2 When you will be paid: The consideration payable to each holder of Shares who
accepts this Offer (each an Acceptor) will be paid within five Working Days after
the latest of:
(a) the date on which this Offer becomes unconditional;
(b) the date on which the Acceptor’s acceptance is received by the Offeror;
and
(c) [the date 60 Working Days after the date of the Offer].
Page 12
As at the Offer Date, the Offeror intends that the Offer will only be declared
unconditional following the Closing Date but it reserves its right to declare the Offer
unconditional earlier.
2.3 Non-payment of consideration: If the consideration is not sent to an Acceptor
within the period specified in clause 2.2, the Acceptor may withdraw their
acceptance of the Offer by:
(a) giving written notice to the Offeror of the Acceptor’s intention to withdraw
acceptance of the Offer; and
(b) no less than five Working Days after giving notice under clause 2.3(a),
giving written notice to the Offeror withdrawing the Acceptor’s acceptance
of the Offer,
provided that the Acceptor does not receive the consideration for their Shares
before written notice is given under clause 2.3(b).
3. ACCEPTANCE OF THIS OFFER
3.1 How to accept the Offer: To accept this Offer, an Acceptor must do one of the
following:
(a) Online acceptance: complete the relevant Acceptance Form and, if
applicable, the Specified Holder Certificate online at
www.rbdtakeover.co.nz. The Acceptor will be required to provide its
CSN/Holder Number and Acceptance Number (which are set out in the
Acceptance Form sent to each Acceptor);
(b) CHESS holdings (GREEN Acceptance Form): If the Acceptor’s Shares
are held in a CHESS holding, the Acceptor must either:
(i) instruct the Acceptor’s Controlling Participant (as defined in the
ASX Settlement Operating Rules) directly (this is the Acceptor’s
share broker). If an Acceptor does this, the Acceptor will need to
sign and return the GREEN Acceptance Form to the relevant
Controlling Participant; or
(ii) authorise the Offeror to contact the Acceptor’s Controlling
Participant on the Acceptor’s behalf, which can be done by
signing and returning the GREEN Acceptance Form in the
manner specified above. By returning the GREEN Acceptance
Form the Acceptor will be deemed to have authorised the Offeror
to contact the Acceptor’s Controlling Participant directly via
CHESS system. Neither the Offeror nor the Registrar will be
responsible for any delay incurred by this process.
If an Acceptor is a broker or Controlling Participant, the Acceptor must
initiate acceptance in accordance with the requirements of the ASX
Settlement Operating Rules.
(c) Other means of acceptance (WHITE Acceptance Form): complete the
acceptance in accordance with the instructions printed on the WHITE
Acceptance Form and, if applicable, the Specified Holder Certificate and
deliver that WHITE Acceptance Form and, if applicable, Specified Holder
Certificate to the Offeror so as to be received not later than 11.59 p.m. on
the Closing Date, to:
Page 13
(i) By email: applications@linkmarketservices.co.nz
(ii) By post: PO Box 91976, Victoria Street West, Auckland, 1142
(iii) By hand: Level 11, Deloitte Centre, 8 Queen Street, Auckland
1010
provided that any Acceptance Form or, if applicable, Specified Holder
Certificate received after the Closing Date that is post-marked on or before
the Closing Date will be deemed for the purposes of this Offer to have
been received by the Closing Date. No acknowledgment of the receipt of
acceptances will be given.
3.2 Shares held on behalf of other persons:
(a) If an Acceptor holds Shares on behalf of more than one person, the
Acceptor is a “Specified Holder” and MUST complete the Specified Holder
Certificate for the Offer. The completed Specified Holder Certificate must
be returned to the Offeror with the relevant Acceptance Form (or as soon
as practicable thereafter), in accordance with clause 3.1, so as to be
received by the Offeror not later than 11.59 p.m. on the Closing Date.
Failure by a Specified Holder to complete a Specified Holder Certificate
means that the Specified Holder’s acceptance is invalid. All Specified
Holder Certificates sent to the address for acceptance set out in clause
3.1(c) will be deemed to have been provided to both the Offeror and the
Registrar.
(b) Clause 3.2(a) applies regardless of:
(i) whether the holdings are direct or indirect;
(ii) whether the Specified Holder is a custodian or not; and
(iii) the particular arrangements between the Specified Holder and
the person on whose behalf the Specified Holder holds Shares.
(c) An Acceptor does not need to complete and return a Specified Holder
Certificate if the Acceptor holds Shares for itself or on behalf of only one
other person.
3.3 Acceptance Forms and Specified Holder Certificates: The Offeror may, in its
discretion:
(a) treat any Acceptance Form as valid even if it does not comply with
clause 3.1, or is otherwise irregular;
(b) rectify any errors in, or omissions from, any Acceptance Form to enable
that form to constitute a valid acceptance of this Offer and to facilitate
registration of the transfer of the relevant Shares to the Offeror, including
inserting or correcting details of the Shares held by the Acceptor and filling
in any blanks; and
(c) subject to the Takeovers Code:
Page 14
(i) treat any Specified Holder Certificate as valid even if that
Specified Holder Certificate does not comply with any
instructions on the Specified Holder Certificate; and
(ii) rectify any errors in, or omissions from, any Specified Holder
Certificate to enable that certificate to comply with rules 14B to
14D of the Takeovers Code and to facilitate the taking up of
Shares in accordance with rule 14E of the Takeovers Code.
3.4 Persons who may accept: The Offer is open for acceptance by any person who
holds Shares, whether acquired before, on or after the Offer Date, upon production
of satisfactory evidence of such person’s entitlement to those Shares. A holder of
Shares may accept this Offer in respect of all or any of their Shares. Each
acceptance must be free of all conditions of acceptance of any nature whatsoever.
3.5 Acceptor’s representations and warranties: Each Acceptor represents and
warrants that:
(a) it is the sole legal and beneficial owner of the Shares in respect of which
it accepts this Offer, or it is the legal owner and has the necessary capacity
and authority to accept this Offer in respect of those Shares; and
(b) legal and beneficial title to all those Shares in respect of which it accepts
this Offer will pass to the Offeror free of all liens, charges, mortgages,
encumbrances and other adverse interests or claims of any nature
whatsoever; and
(c) accepting the Offer in the manner contemplated by the Acceptance Form
and, if applicable, the Specified Holder Certificate submitted by the
Acceptor will not cause the Offeror to breach any law in delivering the
consideration specified in clause 2.1.
Acceptance of this Offer constitutes a representation and warranty by the Acceptor
to the Offeror that title to the Shares to which the applicable acceptance relates will
pass to the Offeror on the basis described in this clause 3.5 and that the Acceptor
has full power, capacity and authority to sell and transfer all Shares in respect of
which they accept this Offer.
3.6 Specified Holder’s representation and warranty: Each person who completes
and returns a Specified Holder Certificate represents and warrants to the Offeror
that the Specified Holder Certificate is true and correct and has been duly
completed and executed. Any person who does not complete and return a
Specified Holder Certificate represents and warrants that that person does not hold
Shares on behalf of more than one person.
3.7 Joint Holders: Despite anything to the contrary in an Acceptance Form or
Specified Holder Certificate, if an Acceptor is a joint holder of Shares (whether or
not as trustee of a trust) and the Acceptance Form and/or Specified Holder
Certificate is signed by one or some, but not all, joint holders, then the Acceptor
represents and warrants to the Offeror that:
(a) the holder(s) who has/have signed the Acceptance Form and/or Specified
Holder Certificate do(es) so on behalf of and as duly authorised agent(s)
for the joint holder(s) who has/have not signed, that such authority has not
been revoked, and that the acceptance and/or certificate is binding on the
joint holder(s) who has/have not signed the Acceptance Form and/or
Specified Holder Certificate; and
Page 15
(b) if the Acceptor holds the relevant Shares as a trustee of a trust, the
instrument constituting the trust permits the execution of the Acceptance
Form and/or Specified Holder Certificate in the manner in which it was
executed.
3.8 Procurement by brokers: The Offeror may choose to engage the services of one
or more Primary Market Participants (as defined in the NZX Participant Rules) or
other financial advisory firms (Brokers) to contact holders of Shares. If the Offeror
chooses to do this, the key terms of engagement will be as follows:
(a) for each completed and valid Acceptance Form procured by a Broker, the
Offeror may pay to the Broker a handling or procurement fee in respect of
the Shares that are the subject of the Acceptance Form (Procurement
Fee). The amount of the Procurement Fee will be 0.75% of the
consideration payable by the Offeror under this Offer to the relevant
Acceptor in respect of the Acceptance Form received. The Procurement
Fee will be subject to a minimum amount of $25 and a maximum amount
of $500 for a single Acceptance Form inclusive of GST, if any;
(b) the Broker will be paid, and will receive, the Procurement Fee solely in
connection with its services to the Offeror and must not, directly or
indirectly, pass any or all of the Procurement Fee on to any Acceptor, or
share the Procurement Fee with any Acceptor;
(c) the payment of a Procurement Fee to a Broker in respect of an Acceptance
Form procured by that Broker is in all respects conditional on the Shares,
that are the subject of that Acceptance Form, being validly transferred to
the Offeror. No Procurement Fees will be payable if this Offer is not
declared unconditional by the Offeror. In addition, the Acceptance Form
must be delivered to the Offeror in accordance with clause 3.1 and, unless
the Offeror in its sole discretion determines otherwise, must be stamped
by the Broker (and only that Broker);
(d) Brokers are precluded from receipt of any Procurement Fee in respect of
Shares in which they or their associates have relevant interests;
(e) the Offeror may, in determining the Procurement Fee payable to a Broker,
aggregate and/or disregard any acceptance of this Offer procured by that
Broker if the Offeror believes that a party has structured holdings of the
Shares for the purpose or with the effect of enabling parties to take
advantage of the arrangements summarised in this clause 3.8; and
(f) the Offeror will determine, in its sole discretion, any disputes relating to the
payment of a Procurement Fee. The determination of the Offeror will be
final and binding on all parties, to the extent permitted by law.
4. SCALING OF ACCEPTANCES
4.1 How the Offeror treats acceptances: The Offeror will purchase:
(a) all of the Shares of each Acceptor who accepts the Offer for the Specified
Percentage of their Shares;
(b) where an Acceptor accepts the Offer in respect of a lesser number of
Shares, such lesser number of Shares; and
Page 16
(c) where an Acceptor has accepted the Offer for more than the Specified
Percentage of their Shares, such number of Shares as results from scaling
the acceptance in accordance with clause 4.2,
provided that, in each case, the Offer becomes unconditional.
4.2 What happens to surplus acceptances: Where the Offeror has received
acceptances from certain Acceptors (each a Surplus Acceptor) for more than the
Specified Percentage of those Acceptors' Shares (those Shares in excess being
Surplus Shares), then in accordance with the Takeovers Code:
(a) the Offeror must take up from each Acceptor the lesser of:
(i) the number of that Acceptor's Shares that represents the
Specified Percentage of the Shares held by that Acceptor; and
(ii) the number of Shares in respect of which the Acceptor has
accepted the Offer; and
(b) if the number of Shares that the Offeror takes up under clause 4.2(a) is
less than the Specified Number, then the Offeror must take up, from each
Surplus Acceptor, Shares which bear the same proportion to that
Acceptor's Surplus Shares, as the balance of the Shares required by the
Offeror to acquire the Specified Number bears to the total of all the Surplus
Shares.
4.3 What happens if there are no surplus acceptances: If the Offer is accepted in
respect of the Specified Percentage of Shares or less, then the Offeror must take
up all of the Shares of each Acceptor who accepts the Offer.
4.4 Specified Holders: Where the Offeror receives one or more Specified Holder
Certificates, the Offeror will take up Shares in accordance with rule 14E of the
Takeovers Code and clauses 4.2 and 4.3 will apply accordingly.
8
4.5 Appointment of attorney: If the Offer is accepted in respect of more Shares than
the Specified Percentage, each Acceptor irrevocably appoints the Offeror its
attorney to amend the number of Shares specified in that Acceptor’s Acceptance
Form and, where applicable, the Specified Holder Certificate so as to reflect any
scaling and apportionment undertaken in accordance with this clause 4. This may
reduce the number of Shares taken up from the relevant Acceptor.
5. CONDITIONS OF THIS OFFER
5.1 Minimum acceptance condition: This Offer, and any contract arising from
acceptance of it, is conditional on:
(a) the Offeror receiving acceptances by no later than the Closing Date in
respect of such number of Shares that would, upon this Offer becoming
unconditional and the Shares being transferred to the Offeror, result in the
8
In broad terms, rule 14E provides that where a Specified Holder holds Shares on behalf of more than one person (each
person being a Specified Person), in certain circumstances the Offeror must treat the Specified Person (and not the
Specified Holder) as the Surplus Acceptor for the purposes of scaling calculations. For example, a Specified Person will
be treated as a Surplus Acceptor where that Specified Person accepts the Offer (through the Specified Holder) for more
than the Specified Percentage of the Shares held by the Specified Holder on behalf of the Specified Person. The
Takeovers Code provides that an acceptance under the Offer by a Specified Holder who has not provided a Specified
Holder Certificate in accordance with rule 14B of the Takeovers Code is invalid.
Page 17
Offeror holding or controlling 75.00% of the voting rights in Restaurant
Brands; and
(b) if the condition in clause 5.1(a) is waived by the Offeror, then (in
accordance with rule 23 of the Takeovers Code) the Offeror receives
acceptances by no later than the Closing Date in respect of such number
of Shares that would, upon this Offer becoming unconditional and the
Shares being transferred to the Offeror, result in the Offeror holding or
controlling more than 50% of the voting rights in Restaurant Brands.
5.2 Overseas Investment Act: The Offer, and any contract arising from acceptance
of it, is conditional on the Offeror obtaining all consents required under the Overseas
Investment Act 2005 and the Overseas Investment Regulations 2005 for the Offeror
to complete the acquisition of Shares in accordance with this Offer on terms that
are usual for the granting of such consents.
5.3 Yum! consent: The Offer, and any contract arising from acceptance of it, is
conditional on the consent of Kentucky Fried Chicken International Holdings LLC,
Pizza Hut International LLC and Taco Bell Corp, to the acquisition by the Offeror of
up to 75.00% of the Shares, becoming unconditional in all respects.
5.4 Further conditions of the Offer: This Offer, and any contract arising from
acceptance of it, are subject to the conditions that, except as otherwise agreed in
writing by the Offeror, during the period from the Notice Date until the time that the
Offer is declared unconditional by the Offeror:
(a) no Material Adverse Change occurs;
(b) no dividends, bonuses or other payments or distributions (within the
meaning of the Companies Act 1993) of any nature whatsoever (including,
for the avoidance of doubt, by way of share buyback, redemption or
cancellation or any other form of capital reduction) are authorised,
declared, paid or made upon or in respect of any of the Shares;
(c) no shares, performance rights, convertible securities or other equity
securities of any nature (including options, rights or interest in any ordinary
shares) of Restaurant Brands or any of its subsidiaries or joint venture
entities (together the RBD Group), are issued, agreed to be issued or
made the subject of any option or right to subscribe except:
(i) for the issue of Shares to Russel Creedy and Grant Ellis,
respectively, on vesting of their performance rights in accordance
with vesting arrangements fairly disclosed to Finaccess Capital
prior to the Notice Date; or
(ii) pursuant to a transaction between Restaurant Brands and wholly
owned subsidiaries of Restaurant Brands, or between wholly
owned subsidiaries of Restaurant Brands (Intra-Group
Transaction);
(d) there is no alteration of the rights, benefits, entitlements and restrictions
attaching to any of the Shares;
(e) there is no alteration to the constitutional documents of any member of the
RBD Group, other than amendments that are of a formal or technical, and
not of a substantive, nature;
Page 18
(f) no member of the RBD Group disposes, or agrees to dispose, or grants
any person any option to acquire, right to acquire, first right of refusal or
pre-emptive rights in respect of, or, except as permitted by clause 5.4(g),
grants any person any other adverse interests in respect of, the whole or
a substantial part of the RBD Group’s business or property;
(g) no member of the RBD Group grants a security interest, or agrees to grant
a security interest, in respect of the whole or a substantial part, of the RBD
Group’s business or property, except for the granting of a security interest
over property acquired in the ordinary course of business;
(h) Restaurant Brands remains listed on the NZX, the Shares remain quoted
on the NZX and ASX, and the Shares are not suspended from trading on
the NZX or ASX or more than five trading days;
(i) no liquidator, receiver, receiver and manager, statutory manager or similar
official is appointed in respect of any member of the RBD Group or any of
their respective assets, and no resolution is passed for any amalgamation
(other than pursuant to an Intra-Group Transaction) of any member of the
RBD Group, and none of them is involved in any merger, share buyback
or scheme of arrangement;
(j) no member of the RBD Group seeks orders in respect of, or becomes the
subject of, any scheme of arrangement under Part 15 of the Companies
Act 1993;
(k) Restaurant Brands conducts its business, and each member of the RBD
Group conducts its business, in the ordinary course of business, in a
manner materially consistent with the manner in which such business has
been conducted in the 12 months prior to the Notice Date;
(l) no member of the RBD Group acquires an interest in “sensitive land”
(including “residential land”) for the purposes of the Overseas Investment
Act 2005;
(m) no member of the RBD Group changes, or agrees to change, the
remuneration or any other material terms of employment of any existing
director, officer, employee, or consultant where the aggregate impact of all
such changes would result in a cost to the RBD Group in excess of
$1,000,000;
(n) no member of the RBD Group settles or offers to settle any action, dispute,
issue, claim, litigation, prosecution, or other form of proceeding, where:
(i) the aggregate settlement amount exceeds $5,000,000; or
(ii) the settlement involves the imposition of an injunction against, or
restriction on, any member of the RBD Group undertaking any
business activity, where that injunction or restriction will have a
material impact on the business of the RBD Group;
(o) no member of the RBD Group guarantees, provides an indemnity for,
provides security in respect of, or otherwise accepts liability in respect of,
the obligations or liabilities of any person who is not a member of the RBD
Group except for the provision of indemnities to directors and employees
of the RBD Group (to the extent permitted by the Companies Act
1993);
Page 19
(p) Restaurant Brands does not enter into a “major transaction” for the
purposes of the Companies Act 1993 or any agreement or arrangement
to which NZX Listing Rules 9.1 or 9.2 apply (or would apply but for the
granting of any waiver or ruling by NZX);
(q) there is no temporary restraining order, preliminary or permanent
injunction or other order issued by any regulatory authority or any court of
competent jurisdiction in New Zealand or elsewhere or other legal restraint
or prohibition making implementation of this Offer, or any aspect of it, void,
unenforceable or illegal; and
(r) no board resolution or shareholders' resolution of any member of the RBD
Group is passed to do or authorise the doing of any act or matter referred
to in any of sub-clauses (a) to (q) (inclusive).
5.5 Each of the conditions in clauses 5.1 to 5.4 is a separate condition, and acceptance
of this Offer by each Acceptor shall constitute a contract between that Acceptor and
the Offeror subject to each such condition. This Offer will only proceed if all
conditions in clauses 5.1 to 5.4 are satisfied or, to the extent permissible, waived.
5.6 Each of the conditions set out in clauses 5.1 to 5.4 is for the benefit of the Offeror
and, other than the conditions in clauses 5.1(b) and 5.2, may be waived, in whole
or in part, by the Offeror and on such terms as it decides, in its sole discretion. Any
waiver or consent given by the Offeror in respect of any matter or thing shall apply
only in accordance with its terms and shall not constitute a waiver or consent in
respect of any similar matter or thing. The conditions in clause 5.1(b) and 5.2
cannot be waived.
5.7 To the extent required by the Takeovers Code, where any condition set out in
clauses 5.1 to 5.4 requires a determination as to whether a matter is or could
reasonably be expected to be material or not, is adverse or not, is onerous or not,
is long term or not, is normal or not, is in the ordinary course of business or not, is
consistent with past practices or not, or is of a formal or technical (and not
substantive) nature or not, before the condition may be invoked, such determination
must be made by a suitably qualified expert nominated by the Offeror who is
independent of, and not an associate of the Offeror.
5.8 The latest date on which the Offeror can declare this Offer unconditional is
20 Working Days after the Closing Date. The latest date by which the Offer is to
become unconditional based on the Closing Date as at the Offer Date is 5.00 p.m.
on [the date 20 Working Days after the date specified in clause 1.2 as the close of
the Offer Period] (Unconditional Date). If the Offer does not become unconditional
by the Unconditional Date, it will lapse and all Acceptance Forms and, where
applicable, Specified Holder Certificates will be destroyed.
5.9 Without limiting clause 5.10, the Offeror may not allow the Offer to lapse or invoke
a condition in clause 5.4(a), 5.4(k), 5.4(m) or 5.4(n) or clause 5.4(r) (to the extent
that clause 5.4(r) relates to clause 5.4(a), 5.4(k), 5.4(m) or 5.4(n)) in respect of, or
in reliance on, any matter or circumstance:
(a) fairly disclosed in the Disclosure Materials; or
(b) fairly disclosed by Restaurant Brands to NZX in the 24 months prior to the
Notice Date; or
(c) actually known by José Parés Gutiérrez or George Lyall of Finaccess
Capital on the Notice Date.
Page 20
5.10 Notwithstanding any other term of the Offer, the Offeror may not allow the Offer to
lapse:
(a) in unreasonable reliance on a condition of the Offer; or
(b) in reliance on a condition that restricts Restaurant Brands' activities in the
ordinary course of Restaurant Brands' business during the period that
begins on the Notice Date and ends on the Unconditional Date.
6. CHANGE IN CIRCUMSTANCES
6.1 Dividends and distributions: If, on or after the Notice Date:
(a) Restaurant Brands declares or pays any dividend or makes any other
distribution to its shareholders; and
(b) the Offeror waives the condition contained in clause 5.4(b),
then, at the Offeror’s election, either:
(a) the Acceptors will be bound to pay to the Offeror an amount equivalent to
that dividend or the value of that other distribution paid or payable to them
or received or receivable by them in respect of the Shares taken up from
them under the Offer; or
(b) the cash consideration which would otherwise have been paid to such
Acceptors will be reduced by an amount equivalent to that dividend or the
value of the other distribution paid or payable to them or received or
receivable by them in respect of the Shares taken up from them under the
Offer.
6.2 Issues of securities: If, on or after the Notice Date:
(a) any shares, convertible securities or other securities of any nature of
Restaurant Brands or any member of the RBD Group by way of bonus
issue, are issued, agreed to be issued or made the subject of any option
or right to subscribe (except in the circumstances referred to in clause
5.4(c)(i) and (ii); and
(b) the Offeror waives the condition contained in clause 5.4(c),
the Acceptors will be bound to transfer any such securities or other rights and
interests to the Offeror and the consideration per relevant Share provided for under
clause 2.1 will be reduced to take account of such issue. This clause 6.2 does not
apply to the issue of Shares to Russel Creedy and Grant Ellis, respectively, on
vesting of their performance rights in accordance with vesting arrangements fairly
disclosed to the Offeror prior to the Notice Date.
6.3 Consolidation or subdivision of Shares: If, on or after the Notice Date, all or any
of the Shares are consolidated or subdivided, then:
(a) this Offer will be interpreted to take into account that consolidation or
subdivision and will be deemed to be for the Shares resulting from that
consolidation or subdivision;
Page 21
(b) the consideration per Share provided for under clause 2.1 will be
increased or reduced, as the case may require, in proportion to that
consolidation or subdivision; and
(c) the Acceptors will be bound to transfer those consolidated or subdivided
Shares to the Offeror on the basis of the consideration so increased or
reduced.
6.4 Issues of new Shares: If Restaurant Brands makes any issue of shares to any
person on or after the Offer Date other than by way of bonus issue and the condition
contained in clause 5.4(c) is waived by the Offeror, then this Offer will be deemed
to extend to and include those shares and the consideration payable for them will
be as provided in clause 2.1.
7. METHOD OF SETTLEMENT
7.1 Nominated method payment: If:
(a) this Offer is declared unconditional; and
(b) an Acceptor’s relevant Acceptance Form is in order (or the Offeror rectifies
any errors or omissions in or from the relevant Acceptance Form or
otherwise accepts the relevant Acceptance Form as valid under clause
3.3); and
(c) where applicable, the Specified Holder Certificate is received and is in
order (or the Offeror rectifies any errors or omissions in or from the
Specified Holder Certificate or otherwise accepts the Specified Holder
Certificate as valid under clause 3.3),
depending on the method of payment elected by the Acceptor, either a cheque for
the cash amount payable to the Acceptor will be posted to the Acceptor by ordinary
mail to the address contained in the Acceptor’s Acceptance Form or the cash
amount will be electronically transferred to the bank account identified in the
Acceptor’s Acceptance Form, by the date specified in clause 2.2.
7.2 No nominated method of payment: If:
(a) an Acceptor does not nominate a method of payment; or
(b) an Acceptor, having nominated an Australian bank account, does not
complete the green Acceptance Form (which relates to CHESS holdings);
or
(c) an Acceptor does not provide sufficient details to the Offeror for the Offeror
to make an electronic funds transfer to the Acceptor’s nominated bank
account,
the Offeror will pay the amount payable to the Acceptor by electronic funds transfer
to any bank account that the relevant Acceptor has advised to Restaurant Brand’s
share registrar (such as for dividend payments), or failing that, by cheque. An
Acceptor who has received a cheque as a result of the operation of this clause 7.2
may subsequently provide the Offeror with sufficient details to make an electronic
transfer to that Acceptor’s nominated bank account (whereupon any cheque
payable to that Acceptor will be cancelled).
Page 22
7.3 Interest: In no circumstances will the Offeror be liable to pay interest on any
payment due to an Acceptor.
8. NOTICES
8.1 Notices given to Restaurant Brands, the Takeovers Panel and NZX:
(a) declaring this Offer unconditional;
(b) advising that this Offer is withdrawn in accordance with the Takeovers
Code;
(c) advising that a term or condition of this Offer has been waived; or
(d) advising that this Offer has lapsed in accordance with its terms or the
Takeovers Code,
will, in each case, be deemed to be notice to all Restaurant Brand's shareholders
when so given.
8.2 Notice of any variation of this Offer will be sent to Restaurant Brands, the Takeovers
Panel, NZX and, except where not required in accordance with the Takeovers
Code, to each of Restaurant Brand's shareholders under this Offer.
9. FURTHER INFORMATION AND MISCELLANEOUS
9.1 Schedule: Further information relating to this Offer, as required by
Schedule 1 of the Takeovers Code, is set out in the Schedule to this Offer and forms
part of this Offer Document.
9.2 Definitions: In this Offer Document, unless the context indicates otherwise:
Acceptance Form means:
(a) the white acceptance and transfer form relating to the Shares that is
enclosed with, and forms part of, this Offer Document; and
(b) the green acceptance and transfer form relating to the Shares in a CHESS
holding that is enclosed with, and forms part of, this Offer Document;
Acceptor means a holder of Shares who has accepted this Offer in accordance
with its terms;
Closing Time means 11.59 p.m. on [ •] or on such other date to which the Offer
Period is extended in accordance with the Takeovers Code;
Copulos Interests means Eyeon QSR Pty Limited, Eyeon No 2 Pty Limited,
Copulos Superannuation Pty Limited, PC Nab Pty Limited, Eyeon Investments Pty
Limited and Copulos Foundation Pty Limited;
Disclosure Materials means:
(a) the Disclosure Letter dated 25 November 2018 between Restaurant
Brands and the Offeror; and
Page 23
(b) the written information, documents and responses listed in the Disclosure
Letter and made available to the Offeror or its representatives by
Restaurant Brands or its representatives before 25 November 2018 in the
virtual data room established by Restaurant Brands.
Finaccess Capital means Finaccess Capital, S.A. de C.V.;
Independent Adviser means Grant Samuel & Associates Limited;
Independent Adviser’s Report means the independent adviser’s report prepared
by the Independent Adviser in relation to the Offer (as amended or updated from
time-to-time and including any supplementary or replacement report);
Material Adverse Change means a matter, event or circumstance that occurs or
becomes known to the Offeror after the Notice Date (each a Specified Event) which
has, has had, or is reasonably likely to have the effect of:
(a) diminishing the consolidated net tangible assets of Restaurant Brands and
each of its Related Companies (together, the RBNZ Group) taken as a
whole by at least $30,000,000 against what it would reasonably have been
expected to have been but for such Specified Event (either individually or
when aggregated with other matters, events or circumstances of a similar
kind or category); or
(b) diminishing the consolidated earnings before interest, tax, depreciation
and amortisation of the RBD Group for the then current 52-week period
(that is, if the matter, event or circumstance occurs on or before 25
February 2019, the 52 week period ending 25 February 2019 (FY2019) or,
if the matter, event or circumstance occurs after 25 February 2019 but
prior to 25 February 2020, the 52 week period ending 25 February 2020
(FY2020)) by at least $10,000,000 against what they would reasonably
have been expected to have been but for such Specified Event (either
individually or when aggregated with other matters, events or
circumstances of a similar kind or category) but disregarding matters,
events or circumstances which have a one-off or non-recurring impact and
the results of which are felt by the RBD Group only in FY2019 or FY2020
(as applicable),
in each case, determined after disregarding matters, events or circumstances:
(a) resulting from changes in general economic or political conditions
(including changes in foreign exchange rates, interest rates or commodity
prices), the securities market in general or law;
(b) fairly disclosed to NZX or to Finaccess Capital prior to the Notice Date;
(c) done or not done at the written request or with the written
acknowledgement and written approval of the Offeror, including any
consequences reasonably foreseeable as a result of such matters;
(d) resulting solely from the actual or anticipated change of control of
Restaurant Brands contemplated by this Offer;
(e) resulting from changes in generally accepted accounting principles; or
(f) resulting from the implementation of IFRS 16;
Page 24
Notice Date means 26 November 2018, being the date on which the Offeror served
or caused to be served on Restaurant Brands a notice in writing pursuant to rule 41
of the Takeovers Code;
NZX means NZX Limited and, where the context requires, the main board financial
market that it operates;
NZX Listing Rules means the main board listing rules of NZX;
Offer means the offer for the Specified Percentage of Shares as set out in this Offer
Document;
Offer Date means [ • ], being the date of this Offer Document specified in clause
1.2;
Offer Document means this offer document dated [ • ];
Offer Period means the period beginning on the Offer Date and ending at the
Closing Time;
Offer Terms means the Terms and Conditions of the Offer set out on pages 11 to
25 of the Offer Document;
Offeror means Global Valar, S.L.;
Registrar means Link Market Services Limited, the registrar for the Offer;
Related Company has the meaning, in relation to a company, given to that
expression in section 2(3) of the Companies Act 1993, provided that, for this
purpose, references to “company” in that section will extend to any body corporate
wherever incorporated or registered;
Restaurant Brands means Restaurant Brands New Zealand Limited;
Share(s) means a fully paid ordinary share in Restaurant Brands;
Specified Holder Certificate means the certificate, that is enclosed with, and forms
part of, this Offer Document, that must be signed by a person that holds equity
securities on behalf of more than one person;
Specified Percentage means 75.00%, subject to any adjustment in accordance
with rule 9(7) of the Takeovers Code (if applicable);
Takeover Notice means the Offeror’s notice, under rule 41 of the Takeovers Code
of its intention to make a partial takeover offer for Restaurant Brands;
Takeovers Panel means the takeovers panel established by the Takeovers Act
1993;
Unconditional Date means [the date 20 Working Days after the date specified in
clause 1.2 as the close of the Offer Period], but this may change (as permitted by
the Takeovers Code) if the Closing Time is extended in accordance with the
Takeovers Code; and
Working Day has the meaning given in section 2(1) of the Companies Act 1993.
Page 25
9.3 Interpretation: In this Offer Document:
(a) any reference to the Takeovers Code means the takeovers code
approved in the Takeovers Regulations 2000, as amended by any
applicable exemption granted by the Takeovers Panel under the
Takeovers Act 1993;
(b) except as expressly defined in this Offer Document, or where the context
requires otherwise, terms defined in the Takeovers Code have the same
meaning in this Offer Document;
(c) references to amounts of dollars, NZD and $ are to New Zealand currency
and to times are to New Zealand time;
(d) headings are for ease of reference only and will not affect the interpretation
of this Offer Document or any Acceptance Form or Specified Holder
Certificate;
(e) references to any statutory provision are to statutory provisions in force in
New Zealand and include any statutory provision which amends or
replaces it, and any by-law, regulation, order, statutory instrument,
determination or subordinate legislation made under it;
(f) the singular includes the plural and vice versa;
(g) all percentages in the Offer (including the Specified Percentage and in the
Schedule) are rounded to two decimal places; and
(h) a reference to “fairly disclosed” means a disclosure in writing to Finaccess
Capital or NZX (as applicable) in a manner, and in sufficient detail, so as
to enable a reasonable bidder to identify and reasonably assess the
nature, scope and significant implications of the relevant matter, event or
circumstances.
9.4 Takeovers Act and Code prevail: If there is any inconsistency between the terms
and conditions of this Offer and the provisions of the Takeovers Act 1993 (including
any exemption granted under it) or the Takeovers Code, the provisions of the
Takeovers Act 1993 or the Takeovers Code (as the case may be) will prevail to the
extent of that inconsistency.
9.5 Cheques, documents and transfers: All cheques, electronic funds transfers,
Acceptance Forms, Specified Holder Certificates and other documents to be
delivered, sent or transferred by or to any person will be delivered, sent or
transferred at that person’s own risk.
9.6 Variation: This Offer may be varied by the Offeror in accordance with the
Takeovers Code or any exemption granted by the Takeovers Panel under section
45 of the Takeovers Act 1993.
9.7 Governing law and jurisdiction: This Offer and any contract arising from it shall
be governed by and construed in accordance with the laws of New Zealand, and
the parties to any such contract submit to the non-exclusive jurisdiction of the Courts
of New Zealand.
SCHEDULE
INFORMATION REQUIRED BY SCHEDULE 1 OF THE TAKEOVERS CODE
The information required by Schedule 1 of the Takeovers Code and not stated elsewhere in
this Takeover Notice, is set out below. Where any information required by Schedule 1 is not
applicable, no statement is made regarding that information. The following matters are stated
as at the Notice Date.
1. DATE OF OFFER
The date of the Offer is [ • ].
2. OFFEROR AND ITS DIRECTORS
2.1 The Offeror is Global Valar, S.L.
2.2 The registered office of the Offeror is situated at:
Plaza Pablo Ruiz Picasso 1,
Planta 43
Madrid 28020
Spain
Email: jpares@finaccess.mx
2.3 The names of the directors of the Offeror are:
(a) Rafael Gordon Arce;
(b) Eduardo Zamarripa Escamilla; and
(c) José Parés Gutiérrez.
2.4 The following persons will become controllers of an increased percentage of voting
securities in Restaurant Brands as a result of the acquisition under this Offer:
(a) Grupo RBNZ S.A. de C.V. (Grupo RBNZ) (a company incorporated in
Mexico), which holds 99.86% of the voting rights in Global Valar;
(b) Finaccess Capital (a company incorporated in Mexico), which holds 100%
of the voting rights in Grupo RBNZ;
(c) Grupo Finaccess S.A. de C.V. (Grupo Finaccess) (a company
incorporated in Mexico), which holds 100% of the voting rights in
Finaccess Capital;
(d) Grupo Far-Luca S.A. de C.V. (Grupo Far-Luca) (a company incorporated
in Mexico), which holds 64% of the voting rights in Grupo Finaccess;
9
and
(e) Carlos Fernández González (a Mexican citizen), who holds 100% of the
voting rights in Grupo Far-Luca and who ultimately controls Finaccess
Capital and the Offeror.
9
No person, other than Grupo Far-Luca, holds more than a 5% voting interest in Grupo Finaccess.
Page 27
3. TARGET COMPANY
The target company is Restaurant Brands New Zealand Limited.
4. OFFER TERMS
All of the terms and conditions of the Offer are set out in the Offer Document to which this
schedule is attached.
5. PARTICULARS OF VOTING SECURITIES SOUGHT
5.1 The table below sets out particulars of the Shares sought by the Offeror under this
Offer:
Number of
Shares
Percentage of
Total Shares
10
The total number of Shares on issue in Restaurant Brands
as at the Notice Date (Total Shares).
11
124,758,523 100%
The number of Shares that the Offeror already holds or
controls in Restaurant Brands as at the Notice Date.
0 0.00%
The number of Shares that the Offeror would hold or
control in Restaurant Brands after successful completion
of the Offer, provided that the 75% minimum acceptance
condition in clause 5.1(a) of the Offer Terms is satisfied.
12
93,568,892
(i.e., the
Specified
Number)
75.00%
(i.e., the
Specified
Percentage)
The number of Shares that the Offeror would hold or
control in Restaurant Brands after successful completion
of the Offer where the 75% minimum acceptance condition
in clause 5.1(a) of the Offer Terms is waived by the Offeror
but the Offeror satisfies the non-waivable minimum
acceptance condition set out in clause 5.1(b) of the Offer
Terms.
13
62,379,262 50.01%
14
The number of Shares that is the aggregate of the number
of Shares that the Offeror would hold or control in
Restaurant Brands after successful completion of the Offer
together with the number of Shares held or controlled by
the Offeror’s associates.
15
93,568,892 75.00%
5.2 The information in the table above assumes that:
(a) the Shares are the only class of voting security in Restaurant Brands;
(b) 252,000 Shares are issued to Russel Creedy and 126,000 are issued to
Grant Ellis upon the conversion of their respective performance rights
(which is expected to occur on or before the Record Date, as contemplated
10
All percentages are calculated based on the relevant number of Shares being divided by the number of Total Shares
(multiplied by 100 and rounded to two decimal places).
11
The calculation of the Total Shares has been calculated as at the Notice Date and as noted in paragraph 5.2(b) of the
Schedule. This assumes that Shares have been issued to Russel Creedy and Grant Ellis, respectively, on vesting of their
performance rights, as referred to in clause 5.4(c)(i) of the Offer Terms and contemplated by the Pre-Bid Agreement.
12
Because the Offeror does not hold or control any Shares, this number and percentage is also the number and
percentage of Shares sought by the Offeror under the Offer.
13
It should be noted that the Offeror could end up holding between 50.01% (rounded up to two decimal places) and
75.00% of the Shares.
14
This percentage has been rounded up to two decimal places.
15
The Offeror does not have any associates (as that term is defined in the Takeovers Code) who hold or control any
Shares. It is also assumed that the 75% minimum acceptance condition is satisfied.
Page 28
by the Pre-Bid Agreement and described in further detail in clause 10.3(g)
of this Schedule); and
(c) other than the conversion of performance rights referred to in (b) above,
there is no change to the number of Shares on issue in the period between
the Notice Date and successful completion of the Offer.
6. OWNERSHIP OF EQUITY SECURITIES OF RESTAURANT BRANDS
6.1 The table below sets out a statement of the number, designation and percentages
of equity securities of any class of Restaurant Brands held or controlled by:
(a) the Offeror;
(b) any related company of the Offeror;
(c) any person acting jointly or in concert with the Offeror;
(d) any director of any of the persons described in paragraphs (a) to (c); and
(e) any other person holding or controlling 5% or more of the Class, to the
knowledge of the Offeror.
Name Category
description
Number of
Equity
Securities held
or controlled
Type of Equity
Security
Percentage of
class of Equity
Securities
Stephen
Copulos
16
Person holding
or controlling
5% or more of
Shares
10,630,819
Shares
8.55%
6.2 Except for those persons who are specified in the statement made above as holding
or controlling equity securities of Restaurant Brands, no person referred to in
paragraphs (a) to (d) above holds or controls equity securities of Restaurant Brands.
7. TRADING IN RESTAURANT BRANDS EQUITY SECURITIES
None of the persons referred to in sections paragraph 6.1(a) to (d) above have
acquired or disposed of any equity securities in Restaurant Brands in the six
month period ending on the date of this Takeover Notice.
8. AGREEMENTS TO ACCEPT OFFER
8.1 The Offeror, Finaccess Capital, Stephen Copulos (who is a director of Restaurant
Brands), and the Copulos Interests have entered into a lock-in deed dated 25
November 2018 (the Lock-In Deed). Under the Lock-In Deed, each of the Copulos
16
HSBC Custody Nominees Australia Limited holds Shares as custodian on behalf of Eyeon No 2 Pty Limited (1,585,482
Shares) and PC Nab Pty Limited (2,117,853 Shares). Citibank N.A., New Zealand Branch (Citibank NZ) holds Shares
as custodian on behalf of Eyeon QSR Pty Limited (5,198,817 Shares), Copulos Superannuation Pty Limited (862,937
Shares) and Eyeon Investments Limited (662,686 Shares). For all of these entities, Stephen Copulos is either the sole
director or whose only other director is accustomed to act in accordance with Stephen Copulos’ directions, instructions or
wishes. In addition, 203,044 Shares are held by Citibank NZ as custodian for Copulos Foundation Pty Limited. Stephen
Copulos has the power to exercise, or to control the exercise of, the right to vote attached to those Shares held by Copulos
Foundation Pty Limited.
Page 29
Interests has irrevocably agreed to accept, and Stephen Copulos has irrevocably
agreed to procure that each of the Copulos Interests accept, the Offer in respect of:
(a) the Shares held (directly or indirectly) by each of the Copulos Interests as
at the date of the Lock-Up Deed (being, in aggregate, 10,630,819 Shares,
which represent 8.55% of the Shares on issue); and
(b) any other Shares acquired by Stephen Copulos and/or any of the Copulos
Interests on or after the date of the Lock-In Deed,
(together, the Copulos Shares).
The material terms of the Lock-In Deed are as follows:
(a) Subject to the Offer being made by the Offeror on the terms attached to
the Lock-In Deed, the Copulos Interests will accept the Offer in respect of
all of the Copulos Shares.
(b) The Copulos Interests must accept the Offer by the later of the date which
is two Working Days after date of despatch of the Offer and the date on
which the Offer is received by the Copulos Interests. The Copulos
Interests may delay their acceptance of the Offer for up to seven Working
Days if Restaurant Brands announces that it has received a superior
proposal and has provided the Offeror with an opportunity to match it.
(c) Acceptance of the Offer by the Copulos Interests is subject to the condition
that the directors of Restaurant Brands do not withdraw or qualify their
recommendation that all Restaurant Brands shareholders accept the Offer
or the directors of Restaurant Brands otherwise indicate that Restaurant
Brands shareholders should not accept the Offer.
(d) None of Stephen Copulos or the Copulos Interests will dispose of,
encumber or deal in any way with any of the Copulos Shares (or any
interest in them), except to accept this Offer.
(e) None of Stephen Copulos or the Copulos Interests will:
(i) enter into any discussions or negotiations relating to the possible
disposal of the Copulos Shares or provide any information of any
nature to a third party for the purposes of encouraging or
facilitating a competing transaction;
(ii) make any public statement indicating a lack of support for, or
endorsement of, the Offer or supporting, recommending or
endorsing a different transaction to the Offer; or
(iii) directly or indirectly, engage in, initiate, solicit, continue or
encourage any proposals or approaches or offers from, or
discussions or negotiations with, any person in relation to a
competing transaction.
(f) The restrictions summarised in paragraph (e) do not prevent Stephen
Copulos from taking certain actions in his capacity as a director of
Restaurant Brands, provided that such actions do not breach the Pre-Bid
Agreement (see clause 10.3(h) and (i) of this Schedule for more detail)).
(g) The Lock-In Deed will automatically terminate if:
Page 30
(i) the Offer lapses; or
(ii) the Offer is withdrawn in accordance with the Takeovers Code.
(h) Each of the Copulos Interests may exercise and/or control the exercise of
all voting rights (as defined in the Takeovers Code) attached to their
respective Copulos Shares in whatever manner it sees fit until such time
as the Offer is declared unconditional.
(i) Each of the Copulos Interests and Stephen Copulos will be entitled to
terminate the Lock-In Deed if the Offeror has not made the Offer on or
before 31 December 2018 or if there is a change in recommendation as
contemplated in paragraph (c) above.
8.2 Other than as disclosed in paragraph 8.1, no person has agreed conditional or
unconditionally to accept the Offer as at the Offer Date.
9. ARRANGEMENTS TO PAY CONSIDERATION
9.1 The Offeror has arrangements in place to pay the consideration to be provided on
full acceptance of the Offer and to pay any debts incurred in connection with the
Offer (including debts arising under rule 49 of the Takeovers Code).
9.2 A statement setting out the rights of each holder of Shares under rule 34 of the
Takeovers Code is set out in clause 2.3 of the Terms and Conditions of the Offer.
10. ARRANGEMENTS BETWEEN OFFEROR AND RESTAURANT BRANDS
10.1 Finaccess Capital and Restaurant Brands entered into a confidentiality agreement
dated 16 July 2018 under which Finaccess Capital agreed to keep confidential
information disclosed to it by Restaurant Brands in connection with its evaluation of
a potential transaction involving the acquisition of the Shares.
10.2 Kentucky Fried Chicken International Holdings LLC, Pizza Hut International LLC
and Taco Bell Corp. (together, Yum! Brands), Finaccess Capital and Restaurant
Brands entered into an agreement dated 19 November 2018 under which the
relevant Yum! Brands’ subsidiaries have conditionally granted consent to the
acquisition by the Offeror of up to 75.00% of the Shares under this Offer (the Yum!
Consent). The Yum! Consent is conditional upon:
(a) the satisfaction of Yum!’s franchisee due diligence requirements in respect
of the Offeror and Finaccess Capital; and
(b) Finaccess Capital and Restaurant Brands entering into formal agreements
relating to the ownership of Restaurant Brands, and the operation and
development of Restaurant Brands’ KFC, Pizza Hut and Taco Bell
businesses after completion of this Offer.
10.3 Finaccess Capital, the Offeror and Restaurant Brands entered a pre-bid agreement
dated 25 November 2018 relating to the Offer (the Pre-Bid Agreement). The
material terms of the Pre-Bid Agreement are as follows:
(a) The Offeror will:
Page 31
(i) send the Takeover Notice not later than 8.00am New Zealand
time one Working Day after the date of the Pre-Bid Agreement;
and
(ii) make the Offer as soon as reasonably practicable and, in any
event, not later than 20 Working Days after sending the Takeover
Notice.
(b) The Offeror’s obligations referred to in (a)(i) above are conditional on the
Independent Adviser’s Report concluding that the consideration under this
Offer is within or above the Independent Adviser’s valuation range for the
Shares, none of the conditions in clause 5.4 of the Offer Terms being
triggered and there being no unremedied breach by Restaurant Brands of
its obligations under the Pre-Bid Agreement or the Takeovers Code.
(c) Restaurant Brands will:
(i) make an agreed public statement on signing of the Pre-Bid
Agreement;
(ii) prepare a target company statement within an agreed timeframe;
(iii) procure that its board of directors unanimously recommend that
shareholders accept the Offer, in the absence of an unmatched
superior proposal and subject to the consideration under the
Offer being within or above the Independent Adviser’s valuation
range for the Shares; and
(d) Restaurant Brands must procure that each director of Restaurant Brands
(other than Stephen Copulos) accepts the Offer in respect of any Shares
which they own or control, except where there is an unmatched superior
competing proposal for Restaurant Brands.
(e) If, after the Offer is made, a matter or circumstance arises which will, or is
likely to, result in a breach or non-satisfaction of a condition in clauses
5.4(a) to (q) of the Offer Terms, the Offeror must not invoke the condition
until it has remained in breach or unsatisfied for a period of five Working
Days.
(f) In relation to the condition in clause 5.2 of the Offer Terms (Overseas
Investment Office consent):
(i) the Offeror and Restaurant Brands will co-operate with one
another in relation to obtaining the consent under the Overseas
Investment Act 2005; and
(ii) the Offeror will not withhold its approval to the terms of any
consent or conditions of consent granted by the Overseas
Investment Office (OIO) if the terms and conditions imposed are
the standard terms or conditions of consent available on the OIO
website as at the date of the Pre-Bid Agreement.
(g) Restaurant Brands will ensure that performance rights (each of which
entitles the holder to receive one Share) held by Russel Creedy and Grant
Ellis will vest on the Record Date.
(h) Restaurant Brands will not:
Page 32
(i) solicit, or engage in talks in relation to, a competing transaction
to acquire control, or a material part of the business, of
Restaurant Brands; or
(ii) make available non-public information about the business of
Restaurant Brands to any third party in relation to such a
competing transaction,
except in relation to an unsolicited competing transaction where the board
of Restaurant Brands determines that a failure to engage in such talks or
provide non-public information would be likely to constitute a breach of the
fiduciary or statutory duties owed by the directors of Restaurant Brands.
This obligation applies from the date of the Pre-Bid Agreement until that
agreement is terminated or the Offeror fails to match a competing superior
proposal.
(i) Restaurant Brands will notify the Offeror if Restaurant Brands receives a
competing transaction (including any inquiries to initiate negotiations or
requests for non-public information that could lead to a competing
transaction).
(j) If Restaurant Brands receives a competing transaction that the board of
Restaurant Brands considers is a superior proposal to the Offer, the
Offeror will have the opportunity to match any such competing transaction.
The board of Restaurant Brands must consider any such counter proposal
made by the Offeror. If the board considers that the Offeror’s counter
proposal is no less favourable to the Restaurant Brands shareholders than
the relevant competing transaction, then the Offeror and Restaurant
Brands will implement the Offeror’s counter proposal and the board of
Restaurant Brands will recommend that proposal to shareholders (in the
absence of any new superior proposal).
(k) Restaurant Brands has agreed to waive all of its rights, and not make any
claim against, any director, shareholder, officer, employee or
representative of Finaccess Capital and each of its Related Companies,
in connection with any breach of any representations, covenants, and
warranties of Finaccess Capital (and any member of the Finaccess Capital
group) in the Pre-Bid Agreement, or any other act or omission in
connection with the Pre-Bid Agreement or the Offer, except in the case of
wilful misconduct or fraud.
(l) Restaurant Brands must pay the Offeror a reimbursement sum of
NZ$7,000,000 (plus GST, if any) where:
(i) Restaurant Brands fails to issue the public statement referred to
in paragraph (c)(i) above;
(ii) any director of Restaurant Brands fails to recommend the Offer,
makes other adverse comments in relation to the Offer or (other
than Stephen Copulos) fails to accept this Offer, other than as a
result of:
(A) the Independent Adviser concluding that the
consideration under this Offer does not fall within or
above its valuation range for the Shares;
Page 33
(B) a failure of any of the conditions set out in clauses 5.2
(Overseas Investment Act), 5.3 (Yum! Consent) or
5.4(q) (no restraining orders) of the Offer Terms; or
(C) the Offeror breaching the Pre-Bid Agreement;
(iii) a competing transaction is announced prior to the Closing Date
and is successfully implemented within 12 months of that
announcement;
(iv) Restaurant Brands, with the intention of frustrating this Offer,
solicits or encourages a person to acquire 10% or more of the
Shares and that person does not accept the Offer;
(v) the Pre-Bid Agreement is terminated after the Offeror fails to
match a competing superior proposal for Restaurant Brands; or
(vi) any of the Copulos Interests fails to accept the Offer in
accordance with the Lock-Up Deed.
(m) The Offeror must pay Restaurant Brands a reimbursement sum of
NZ$7,000,000 (plus GST, if any) where:
(i) the Offeror fails to give the Takeover Notice or make the Offer or
(ii) the Offeror fails to meet its payment obligations to shareholders
under the Offer.
(n) The Offeror will not delist Restaurant Brands from the NZX or ASX within
12 months after completion of this Offer, except where the Offeror
becomes entitled to compulsorily acquire the remaining Shares under Part
7 of the Takeovers Code as a result of a takeover offer that complies with
the requirements summarised in paragraph (o).
(o) If the Offeror makes a further takeover offer for Restaurant Brands within
12 months after completion of this Offer (Follow-On Offer), the Offer of
the Follow-On Offer must be at least NZ$9.45 per Share, subject to an
adjustment on a pro-rata basis to reflect any increase or decline (if any) in
the S&P/ NZX 50 index between the date of completion of this Offer and
the date that the Offeror gives the notice of intention for the Follow-On
Offer.
(p) Finaccess Capital will guarantee the obligations of the Offeror under the
Pre-Bid Agreement.
10.4 Restaurant Brands and the Offeror executed a disclosure letter dated 25 November
2018 relating to the ability of Restaurant Brands to make fair disclosures to the
Offeror in relation to certain conditions set out in clause 5.4 of the Offer Terms and
for the purposes of relevant corresponding provisions of the Pre-Bid Agreement.
10.5 Other than as disclosed in paragraphs 10.1 to 10.4, no agreement or arrangement
(whether legally enforceable or not) has been made, or is proposed to be made,
between the Offeror or any associates of the Offeror, and Restaurant Brands or any
related company of Restaurant Brands, in connection with, in anticipation of, or in
response to, this Offer.
Page 34
11. ARRANGEMENTS BETWEEN OFFEROR, AND DIRECTORS AND SENIOR
MANAGERS OF RESTAURANT BRANDS
11.1 Under the Pre-Bid Agreement:
(a) Each of Finaccess Capital and the Offeror has agreed to waive all of its
rights, and not make any claim against, the directors and employees
(which would include the senior managers) of Restaurant Brands, or any
Related Company of Restaurant Brands in connection with any breach of
the Pre-Bid Agreement or any other act or omission in connection with the
Pre-Bid Agreement or the Offer, except in the case of wilful misconduct or
fraud.
(b) Finaccess Capital and the Offeror have each undertaken to ensure that,
for seven years after completion of the Offer, the constitutions of
Restaurant Brands and its subsidiaries provide for each company to
indemnify each of its current and former directors and officers against any
liability incurred by that person in his or her capacity as a director or officer
of that company.
(c) Prior to the Closing Date, Restaurant Brands may, with Finaccess
Capital’s prior consent (not to be unreasonably withheld), enter into
arrangements to secure directors’ and officers’ insurance for a period of
up to seven years from completion of the Offer and pay all premiums
required.
11.2 The directors and senior managers of Restaurant Brands are not parties to the Pre-
Bid Agreement. However, they are able to personally enforce the provisions
summarised in paragraph 11.1 under the Contract and Commercial Law Act 2017.
11.3 The Yum! Consent contemplates that the Offeror will use commercially reasonable
endeavours to ensure that Russel Creedy is retained as chief executive officer of
the Restaurant Brands group for at least three years following completion of the
Offer.
11.4 Other than as disclosed in paragraphs 11.1 to 11.3, no agreement or arrangement
(whether legally enforceable or not) has been made, or is proposed to be made,
between the Offeror or any associates of the Offeror, and any of the directors or
senior managers of Restaurant Brands or of any related company of Restaurant
Brands, in connection with, in anticipation of, or in response to, the Offer.
12. FINANCIAL ASSISTANCE
No agreement or arrangement has been made, or is proposed to be made under
which Restaurant Brands or any related company of Restaurant Brands will give
(directly or indirectly) financial assistance for the purpose of, or in connection with,
the Offer.
13. INTENTIONS ABOUT MATERIAL CHANGES IN RESTAURANT BRANDS
13.1 If the Offer is declared unconditional, the Offeror intends:
Page 35
(a) to support the management of Restaurant Brands to implement their
existing strategy;
17
and
(b) to support the continued assessment of the dividend policy of Restaurant
Brands against the other capital requirements in the business on an
ongoing basis, subject to circumstances at the time and maintaining future
flexibility to preserve and maximize shareholder value. The Offeror does
not currently intend to ask the board of directors of Restaurant Brands to
promote a change in Restaurant Brands’ dividend policy in the near term.
18
13.2 The Offeror has advised Restaurant Brands that, while it currently does not
envisage any future equity capital raising being required in the near to medium term,
any larger-scale initiatives unable to be funded from existing business cash flows
will require an assessment of capital sources at the relevant time. The Offeror
considers that would include consideration of both debt and equity capital, noting
that the Offeror does not currently intend to significantly lever Restaurant Brands.
13.3 As set out in the summary of the terms of the Pre-Bid Agreement in paragraph 10.3:
(a) the Offeror has agreed that the Offeror take steps to not delist Restaurant
Brands from the NZX or the ASX within 12 months of completion of this
Offer, other than where the Offeror acquires all of the Shares; and
(b) in the event the Offeror makes a Follow-On Offer within 12 months of
completion of this Offer, the Offeror has agreed that any Follow-on Offer
would not offer consideration less than the consideration under this Offer,
subject to a reduction on a pro-rata basis to reflect any increase or decline
(if any) in the S&P NZX 50 index between the date of completion of this
Offer and the date that the Offeror gives the notice of intention for the
Follow-on Offer.
13.4 Except as set out above, the Offeror does not currently intend to make material
changes to:
(a) the business activities of Restaurant Brands or any member of the RBD
Group;
(b) the material assets of Restaurant Brands or any member of the RBD
Group;
(c) the capital structure of Restaurant Brands (including its dividend policy,
equity or debt).
13.5 Although the Offeror reserves the right to make changes to the intentions expressed
above, there is no other information known to the Offeror about the likelihood of
changes to Restaurant Brands or any member of the RBD Group that could
reasonably be expected to be material to the making of a decision by an offeree to
accept or reject the Offer.
13.6 The statements made in this paragraph are consistent with any information that has
been given by the Offeror to any regulatory body (in New Zealand or in an overseas
jurisdiction) in relation to the Offer.
17
The most recent summary of Restaurant Brands’ strategy is set out in the May 2018 Investor Presentation: http://nzx-
prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/RBD/317419/278497.pdf
18
The Restaurant Brands dividend policy is set out on page 6 of the Restaurant Brands Dividend Reinvestment Plan Offer
Document: http://www.restaurantbrands.co.nz/files/documents/dividend-reinvestment-plan-offer/.
Page 36
14. PRE-EMPTION CLAUSES IN RESTAURANT BRANDS' CONSTITUTION
There is no restriction, in the constitution of Restaurant Brands, on the right to
transfer any Shares that would have the effect of requiring the holders of Shares to
offer the Shares for purchase to members of Restaurant Brands or to any other
person before transferring those securities.
15. ESCALATION CLAUSES
No agreement or arrangement (whether legally enforceable or not) has been made,
or is proposed to be made, under which:
(a) any existing holder of Shares will or may receive in relation to, or as a
consequence of, the Offer any additional consideration or other benefit
over and above the consideration set out in the Offer; or
(b) any prior holder of Shares will or may receive any consideration or other
benefit as a consequence of the Offer.
16. CLASSES OF SECURITIES
No report is required under rule 22 of the Takeovers Code (which, if the offer is for
more than one class of financial products, requires a report by an independent
adviser on the fairness and reasonableness of the consideration and terms of the
offer as between different classes of financial products).
17. CERTIFICATE
To the best of our knowledge and belief, after making proper enquiry, the
information contained in this Takeover Notice is, in all material respects, true and
correct and not misleading, whether by omission of any information or otherwise,
and includes all the information required to be disclosed by the Offeror under the
Takeovers Code.
OFFER BY GLOBAL, VALAR S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
SHARE ACCEPTANCE FORM
SHAREHOLDER (TRANSFEROR)
CSN / SHAREHOLDER NUMBER: XXXXX
ACCEPTANCE NUMBER: XXXXX
ACCEPT ONLINE AT WWW.RBDTAKEOVER.CO.NZNUMBER OF SHARES HELD AS A
T [●]: XXXXX
Please select the applicable option below to confirm the number of ordinary shares in Restaurant Brands New
Zealand Limited (Restaurant Brands Shares) in respect of which you accept the partial takeover offer by Global
Valar, S.L. (Offeror) (Transferee) dated [●] (Offer).
I, AS HOLDER OF THE ABOVE SHARES
ACCEPT the Offer in respect of ALL of the Restaurant Brand Shares I hold,
subject to scaling.
ACCEPT the Offer in respect of the FOLLOWING NUMBER of Restaurant Brand
Shares, subject to scaling:
(Please specify number)
Note:
1. You may accept the Offer in respect of all or any of the Restaurant Brands Shares held by you. Your
acceptance may be subject to scaling, as set out in clause 4 of the Terms and Conditions of the Offer
Document.
2. If you do not tick an option above, or the number of Restaurant Brands Shares to which this
Acceptance Form relates is otherwise unclear for any reason, you will be deemed to have accepted
the Offer in respect of all the Restaurant Brands Shares held by you and to have ticked the first
box above.
PLEASE REFER TO THE INSTRUCTIONS BELOW FOR DIRECTIONS ON COMPLETING THIS ACCEPTANCE
FORM.
IF YOU HOLD YOUR SHARES IN A CHESS HOLDING, YOU MUST COMPLETE THE GREEN ACCEPTANCE
FORM.
BY SIGNING THIS ACCEPTANCE FORM THE TRANSFEROR HEREBY:
(a) irrevocably accepts the Offer for the Restaurant Brands Shares described above held by the Transferor
on the terms and conditions of the Offer;
(b) subject to the terms and conditions of the Offer, transfers such Restaurant Brands Shares to the
Transferee and gives the warranties contemplated by the Offer; and
(c) as set out in this form, appoints the Transferee the attorney of the Transferor.
METHOD OF PAYMENTS
Payment will be made in New Zealand dollars (NZD) either by or by electronic transfer directly into the Transferor's
bank account. Please select a Method of Payment by ticking the appropriate box below.
Method of payment (please
tick one)
CHEQUE (NZD
ONLY)
ELECTRONIC TRANSFER (NZD
ONLY)
Note: If you do not select a Method of Payment, or the details that you provide are not sufficient to effect an
electronic transfer you will be paid to the account that you have previously provided to Restaurant Brand’s share
register or by cheque.
Electronic Transfer Details: Please complete the details below if you wish to be paid by electronic transfer.
New Zealand Bank Account
Name: Bank:
- - -
Bank/Branch Account Number
Suffix
Australian Bank Account
Name: Bank:
BSB Number Account Number
Overseas Bank Account (Not New Zealand or Australia):
Country: _____________________________________________________________________________
Account Name: _____________________________________________________________________________
Bank Name: _____________________________________________________________________________
Bank Address: _____________________________________________________________________________
Swift Code: _____________________________________________________________________________
Sort Code/ BSB Code: _____________________________________________________________________________
Account Number: _____________________________________________________________________________
Other Information: _____________________________________________________________________________
(Overseas Transferors to provide any other information required to effect an electronic transfer to them)
PLEASE COMPLETE YOUR SIGNATURE ON THE FOLLOWING PAGE
SIGNATURES
For an INDIVIDUAL HOLDER, JOINT HOLDERS, or
ATTORNEY
For a COMPANY / BODY CORPORATE
Signed by the Transferor(s):
Signature
Signature
Signed by the Transferor(s):
Signature
Signature
Dated and executed the _____________ day of ____________________________ 20
ALL JOINT HOLDERS MUST SIGN
NOTES AND INSTRUCTIONS FOR COMPLETION
1. TO ACCEPT THE OFFER: Complete and sign this form where marked "Signed by the Transferor(s)".
Companies must sign in accordance with the Companies Act 1993.
2. RESTAURANT BRAND SHARES HELD BY SPECIFIED HOLDERS: If your Restaurant Brands Shares are
held through a nominee or another person who holds Restaurant Brands Shares on your behalf, advise that person
that you wish to sell your Restaurant Brands Shares and instruct that person to complete, sign and return this
Acceptance Form and the Specified Holder Certificate to the Transferee in accordance with the instructions set out
below.
3. METHOD OF PAYMENT: You should select a Method of Payment. You should take particular care to provide
all information that is required to make an electronic transfer to you or to send a cheque to you, as the case may
be. If you elect to be paid by electronic transfer you will need to make your own arrangements with your bank to
ensure that your designated account is capable of receiving a funds transfer in New Zealand dollars. If you do not
select a Method or Payment or you do not provide sufficient details so that an electronic funds transfer can be
made to your bank account, payment will be made by electronic funds transfer to the NZ dollar account that you
have previously provided to Restaurant Brand’s share register (such as for dividend payments) or, failing that, by
cheque. Neither the Transferee nor Link Market Services Limited has any responsibility to verify any such details.
4. JOINT HOLDERS: If the Restaurant Brands Shares are registered in the names of joint holders, every one of
the joint holders must sign the form.
5. RESTAURANT BRAND SHARES HELD BY NOMINEES: If your Restaurant Brands Shares are held through
a nominee, advise your nominee that you wish to sell all or a part of your Restaurant Brands Shares and instruct
your nominee to complete accordingly, sign and return the form to the Transferee in accordance with the
instructions set out in this form. The Specified Holder Certificate attached to this Acceptance Form will also need
to be signed and returned.
6. POWER OF ATTORNEY: If this form is signed under a power of attorney, the relevant power of attorney must
be submitted with the form for noting and return, and the certificate printed below must be completed. Where such
power of attorney has already been noted by Link Market Services then this fact must be stated under the signature
of the attorney.
7. ON COMPLETION: Either email, mail or hand deliver this Form as provided for below as soon as possible, but
in any event so as to be received not later than 11:59pm on the closing date for the Offer (which, at the date of the
Offer, [●], but which may be extended in accordance with the Takeovers Code).
Global Valar, S.L. c/Link Market Services Limited
Mail: PO Box 91976, Victoria Street West, Auckland
1142
Delivery: Level 11, Deloitte Centre, 80 Queen
Street, Auckland 1010
Scan & Email: applications@linkmarketservices.co.nz Online: www.rbdtakeover.co.nz
8. PREVIOUS SALE: If you have sold all your Restaurant Brands Shares, please pass this Acceptance Form
together with the Offer documents to your share broker or the purchaser(s) of those Restaurant Brands Shares. If
you have sold part of your shareholding, record that fact on this Acceptance Form by amending the number of
Restaurant Brands Shares noted as being held by you on the fact of this Acceptance Form.
9. SALE OF PART HOLDING ONLY: If you want to accept the Offer for part of your holding only, please specify
the number of shares you wish to sell in the space provided.
10. INTERPRETATION: In this form references to the Transferor in the singular shall include the plural.
IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURE FOR ACCEPTANCES, PLEASE CALL LINK MARKET
SERVICES.
BY THE TRANSFEROR'S EXECUTION ON THE FACE OF THIS FORM, THE TRANSFEROR HEREBY enters
into a Power of Attorney in favour of the Transferee as follows:
As from the date of beneficial ownership, and title, to my/our Restaurant Brands Shares passing to the Transferee
in accordance with the terms of the Offer, I/we hereby irrevocably authorise and appoint the Transferee (with power
of substitution by the Transferee in favour of such person(s) as the Transferee may appoint to act on its behalf) as
my/our attorney and agent to act for me/us and do all matters of any kind of nature whatsoever in respect of or
pertaining to the Restaurant Brands Shares and all rights and benefits attaching to them as the Transferee may
think proper and expedient and which I/we could lawfully do or cause to be done if personally acting as a legal or
beneficial owner of the applicable Restaurant Brands Shares.
POWER OF ATTORNEY: If this Acceptance Form is signed under a power of attorney, the certificate of non-
revocation printed on this Acceptance Form must be completed by the party holding the Power of Attorney and
signing this Acceptance Form. If you are an individual fill out the certificate of non-revocation of power of attorney
for individual. If you are a body corporate fill out the certificate of non-revocation of power of attorney for body
corporate. In either case, the relevant instrument appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE FORM IS SIGNED UNDER A
POWER
OF ATTORNEY AND YOU ARE AN INDIVIDUAL:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR INDIVIDUAL
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed me his / her /
its attorney.
2. That I have not received notice of any event revoking the power of attorney.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE FORM IS SIGNED UNDER A
POWER
OF ATTORNEY AND YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed as
attorney_______________ ___________________ (full name of body corporate holding power of attorney), a body
corporate having its registered office/principal place of business at
__________________________________________________________________(address of registered office or
principal place of business), and I am authorised to give this certificate on its behalf. The capacity in which I give this
certificate for the attorney is as director/officer/other.
2. That I have not received notice of any event revoking the power of attorney and to the best of my knowledge and
belief no such notice has been received by __________________________________ (full name of body corporate
holding power of attorney), or by any employee or agent of that body corporate.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this Certificate.
OFFER BY GLOBAL, VALAR, S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
SPECIFIED HOLDER CERTIFICATE
You MUST complete this Specified Holder Certificate (Certificate) if you intend to accept the Offer and you hold
shares (Restaurant Brands Shares) in Restaurant Brands New Zealand Limited (Restaurant Brands), on behalf
of more than one person.
If you hold Restaurant Brands Shares on behalf of more than one person and do not complete and return this
Certificate to Global Valar, S.L. (the Offeror) so that it is received no later than 11:59pm on [●], unless extended
in accordance with the Takeovers Code (Closing Date), any Acceptance Form that you return in respect of your
Restaurant Brands Shares will be invalid and you will be deemed not to have accepted the Offer in respect of any
of your Restaurant Brands Shares.
For the purposes of this Certificate and the Takeovers Code:
• you are a Specified Holder if you hold Restaurant Brands Shares on behalf of more than one person
(regardless of whether the holdings are direct or indirect, whether you are a custodian or not, and
regardless of the particular arrangements between you and those you hold Restaurant Brands Shares
on behalf of);
• each person on whose behalf you hold Restaurant Brands Shares is a Specified Person; and
• the Specified Percentage is 75.00% of the Restaurant Brands Shares (subject to adjustment in
accordance with rule 9(7) of the Takeovers Code, if applicable).
Capitalised terms that are not otherwise defined in this Certificate have the meaning given to them in the Document
that accompanies this Certificate.
Further information regarding this Certificate is provided under the 'Questions and Answers' heading
below.
Name of Specified Holder: _______________________________________________________
Your CSN / Holder number (as stated on the enclosed Acceptance Form:
________________________________________
Enter the total number of Restaurant Brands Shares
that you hold on behalf of Specified Persons
Enter the total number of Specified Persons on whose
behalf you hold those Restaurant Brands Shares
If you hold Restaurant Brands Shares on behalf of more than 10 Specified Persons, please attach to this Certificate
a schedule containing the required Pool A Table and Pool B Table information in respect of those additional
Specified Persons.
CCOOMMPPLLEETTEE TTHHEE FFOOLLLLOOWWIINNGG DDEETTAAIILLSS::
POOL A TABLE – Complete the below Pool A Table only for the Specified Persons on whose behalf you either:
(a) are not accepting the Offer in respect of any of the Restaurant Brands Shares that you hold on that
Specified Person's behalf; or
(b) are accepting the Offer for less than or equal to the Specified Percentage (75%) of the total number of
Restaurant Brands Shares that you hold on behalf of that Specified Person.
Specified
Person
Total number of Restaurant
Brands Shares that you hold
on behalf of the Specified
Person (A)
Number of the Restaurant
Brands Restaurant Brands
Shares that you hold on
behalf of the Specified
Person in respect of which
you are accepting the Offer
(B)**
Percentage that the number
of the Restaurant Brands
Shares in respect of which
you are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person***
((B ÷ A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If you are not accepting the Offer in respect of these
Restaurant Brands Shares, write ‘nil’.
*** If this percentage is greater than the Specified Percentage (75%) then the Specified Person should not be included in
this Pool A Table, but should instead be included in the Pool B Table.
POOL B TABLE – Complete this Pool B Table only for the Specified Persons on whose behalf you are accepting
the Offer for more than the Specified Percentage (75%) of the total number of Restaurant Brands Shares that
you hold on that Specified Person's behalf.
Specified
Person
Total number of Restaurant
Brands Shares that you hold
on behalf of the Specified
Person (A)
Number of the Restaurant
Brands Shares that you
hold on behalf of the
Specified Person in respect
of which you are accepting
the Offer (B)
Percentage that the number
of the Restaurant Brands
Shares in respect of which
you are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person**
((B ÷ A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If this percentage is less than or equal to the Specified Percentage (75%) then the Specified Person should not be
included in this Pool B Table, but should instead be included in the Pool A Table.
By signing this Certificate you represent, warrant, and certify that you hold Restaurant Brand Shares as a
Specified Holder on behalf of Specified Persons, that the information in this Certificate (including any schedule
attached to this Certificate) is true and correct, and that this Certificate has been duly completed and executed.
Dated and signed on the ______________ day of _____________________________________20
Daytime phone number should Link Market Services need to contact you in relation to this Certificate:
________________________________________________
SIGN HERE
SIGNATURE(S) FOR AN
INDIVIDUAL/ATTORNEY/TRUSTEE
SIGNATURE(S) FOR A COMPANY
POWER OF ATTORNEY: If this Certificate is signed under a power of attorney, the certificate of non-revocation
printed on this Certificate must be completed by the party holding the Power of Attorney and signing this Certificate.
If you are an individual fill out the certificate of non-revocation of power of attorney for individual. If you are a body
corporate fill out the certificate of non-revocation of power of attorney for body corporate. In either case, the relevant
instrument appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER CERTIFICATE IS SIGNED
UNDER A POWER
OF ATTORNEY
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed me his / her /
its attorney.
2. That I have not received notice of any event revoking the power of attorney.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER CERTIFICATE IS SIGNED
UNDER A POWER
OF ATTORNEY AND YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed as
attorney_______________ ___________________ (full name of body corporate holding power of attorney), a body
corporate having its registered office/principal place of business at
__________________________________________________________________(address of registered office or
principal place of business), and I am authorised to give this certificate on its behalf. The capacity in which I give this
certificate for the attorney is as director/officer/other.
2. That I have not received notice of any event revoking the power of attorney and to the best of my knowledge and
belief no such notice has been received by __________________________________ (full name of body corporate
holding power of attorney), or by any employee or agent of that body corporate.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this certificate.
Do I need to complete this Certificate?
If you hold your Restaurant Brand Shares on behalf of more than one person (e.g. as a trustee corporation,
nominee company, or bare trustee) then you are a Specified Holder for the purposes of the Takeovers Code
and each person on whose behalf you hold Restaurant Brand Shares is a Specified Person.
If you are a Specified Holder, you MUST complete this Certificate and return it to Global Valar S.L. (Offeror)
with your Acceptance Form so that it is received by the Offeror by no later than 11:59pm on the Closing Date
([●], unless extended in accordance with the Takeovers Code). You must complete this Certificate regardless of:
• whether the holdings are direct or indirect;
• whether you are a custodian or not; or
• the particular arrangements between you and the Specified Person.
You do NOT need to complete and return this Certificate if you hold Restaurant Brand Shares:
• for yourself or in a joint holding (unless you jointly hold Restaurant Brand Shares on behalf of more
than one person);
• on behalf of only one other person; or
• if you are the trustee of a discretionary family trust (see below).
Do I need to complete this Certificate if I am a trustee of a family trust?
If you are a trustee of a discretionary family trust and the trust deed or governing document for the trust does not
provide the beneficiaries of the family trust with any beneficial interest in the Restaurant Brand Shares held by
the trustee or trustees of the trust (other than as discretionary beneficiaries), then you do NOT need to complete
and return this Certificate. If the trust arrangements are such that separate beneficiaries of the trust can direct the
trustees as to whether to accept the Offer for that beneficiary’s portion of the Restaurant Brand Shares, then this
Certificate must be completed and returned to the Offeror if the Offer is accepted.
What happens if I fail to complete and return this Certificate by 11:59pm on the Closing Date?
If, as a Specified Holder, you fail to complete this Certificate and return it to Global Valar with your Acceptance
Form so that it is received by the Offeror by no later than 11:59pm on the Closing Date ([●], unless extended in
accordance with the Takeovers Code), any Acceptance Form that you return in respect of the Restaurant Brand
Shares you hold will be invalid and you will be deemed not to have accepted the Offer in respect of any of those
shares, and you will be in breach of Rule 14B of the Takeovers Code.
Why is this Certificate required?
This Certificate is required under Rules 14A to 14D of the Takeovers Code.
The Offer is an offer for 75% (Specified Percentage) of the Restaurant Brand Shares. If the Offer is accepted in
respect of more Restaurant Brand Shares than are sought by the Offeror, the scaling provisions in Rules 12 and
13 of the Takeovers Code determine the number of Restaurant Brand Shares that the Offeror must take up from
each shareholder of Restaurant Brands who has accepted the Offer in excess of the Specified Percentage of
their Restaurant Brand Shares.
In order to ensure that persons who have their Restaurant Brand Shares held for them by another person are not
unfairly prejudiced by those scaling provisions, Rule 14E of the Takeovers Code requires the Offeror to ‘look
through’ the holding of a Specified Holder and treat Specified Persons as if those Specified Persons held the
Restaurant Brand Shares directly, based on the information that is required to be disclosed in this Certificate.
How/where do I deliver this Certificate?
Either mail, deliver or email this Certificate attached to the Acceptance Form (as provided for below) so that it is
received by the Offeror on or before 11:59pm on the Closing Date ([●] unless extended in accordance with the
Takeovers Code).
QUESTIONS AND ANSWERS
MAIL: Place the completed and signed Certificate and Acceptance Form in the enclosed prepaid envelope and
send by post to the following address:
Global Valar, S.L.
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland, 1142
DELIVER: Deliver the completed and signed Certificate and Acceptance Form to Global Valar, at the following
address:
Global Valar, S.L.
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland, 1010
NOTE: These offices are only open on weekdays during normal business hours (8.30 am to 5.00 pm).
EMAIL: Email the completed and signed Certificate and Acceptance Form to Global Valar at
applications@linkmarketservices.co.nz. (Please use ‘Global Valar Acceptance’ in the subject line for easy
identification).
IF YOU ARE IN DOUBT ABOUT HOW TO COMPLETE THIS CERTIFICATE OR THE PROCEDURE FOR
ACCEPTANCE, PLEASE CALL LINK MARKET SERVICES.
OFFER BY GLOBAL VALAR, S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
GREEN ACCEPTANCE FORM
(ONLY USE FOR CHESS HOLDINGS)
SHAREHOLDER (TRANSFEROR)
CSN / SHAREHOLDER NUMBER: XXXXX
ACCEPTANCE NUMBER: XXXXX
[CONTROLLING PARTICIPANT]
ACCEPT ONLINE AT WWW.RBDTAKEOVER.CO.NZ
NUMBER OF SHARES HELD AS A
T [●]: XXXXX
Please select the applicable option below to confirm the number of ordinary shares in Restaurant Brands New
Zealand Limited (Restaurant Brands Shares) in respect of which you accept the partial takeover offer by Global
Valar, S.L. (Offeror) (Transferee) dated [●] (Offer).
I, AS HOLDER OF THE ABOVE SHARES
ACCEPT the Offer in respect of ALL of the Restaurant Brand Shares I hold,
subject to scaling.
ACCEPT the Offer in respect of the FOLLOWING NUMBER of Restaurant Brand
Shares, subject to scaling:
(Please specify number)
Note:
3. You may accept the Offer in respect of all or any of the Restaurant Brands Shares held by you. Your
acceptance may be subject to scaling, as set out in clause 4 of the Terms and Conditions of the Offer
Document.
4. If you do not tick an option above, or the number of Restaurant Brands Shares to which this
Acceptance Form relates is otherwise unclear for any reason, you will be deemed to have accepted
the Offer in respect of all the Restaurant Brands Shares held by you and to have ticked the first
box above.
To accept the Offer you may either:
(a) directly instruct your Controlling Participant to accept the Offer on your behalf; or
(b) sign and return this Acceptance Form to the address shown overleaf so the Offeror, or Link
Market Services Limited, can contact your Controlling Participant on your behalf and relay
your instructions.
If your Controlling Participant acts on your instruction CHESS will send you a confirmation notice
PLEASE REFER TO THE INSTRUCTIONS BELOW FOR DIRECTIONS ON COMPLETING THIS ACCEPTANCE
FORM.
BY SIGNING THIS ACCEPTANCE FORM THE TRANSFEROR HEREBY:
(d) irrevocably accepts the Offer for the Restaurant Brands Shares described above held by the Transferor
on the terms and conditions of the Offer;
(e) subject to the terms and conditions of the Offer, transfers such Restaurant Brands Shares to the
Transferee and gives the warranties contemplated by the Offer; and
(f) as set out in this form, appoints the Transferee the attorney of the Transferor.
METHOD OF PAYMENTS
Payment will be made in New Zealand dollars (NZD) either by or by electronic transfer directly into the Transferor's
bank account. Please select a Method of Payment by ticking the appropriate box below.
Method of payment (please
tick one)
CHEQUE (NZD
ONLY)
ELECTRONIC TRANSFER (NZD
ONLY)
Note: If you do not select a Method of Payment, or the details that you provide are not sufficient to effect an
electronic transfer you will be paid to the account that you have previously provided to Restaurant Brand’s share
register or by cheque.
Electronic Transfer Details: Please complete the details below if you wish to be paid by electronic transfer.
New Zealand Bank Account
Name: Bank:
- - -
Bank/Branch Account Number
Suffix
Australian Bank Account
Name: Bank:
BSB Number Account Number
Overseas Bank Account (Not New Zealand or Australia):
Country: _____________________________________________________________________________
Account Name: _____________________________________________________________________________
Bank Name: _____________________________________________________________________________
Bank Address: _____________________________________________________________________________
Swift Code: _____________________________________________________________________________
Sort Code/ BSB Code: _____________________________________________________________________________
Account Number: _____________________________________________________________________________
Other Information: _____________________________________________________________________________
(Overseas Transferors to provide any other information required to effect an electronic transfer to them)
PLEASE COMPLETE YOUR SIGNATURE ON THE FOLLOWING PAGE
SIGNATURE
For an INDIVIDUAL HOLDER, JOINT HOLDERS, or
ATTORNEY
For a COMPANY / BODY CORPORATE
Signed by the Transferor(s):
Signature
Signature
Signed by the Transferor(s):
Signature
Signature
Dated and executed the _____________ day of ____________________________ 20
ALL JOINT HOLDERS MUST SIGN
NOTES AND INSTRUCTIONS FOR COMPLETION
1. TO ACCEPT THE OFFER: Complete and sign this form where marked "Signed by the Transferor(s)".
Companies must sign in accordance with the Companies Act 1993.
2. RESTAURANT BRAND SHARES HELD BY SPECIFIED HOLDERS: If your Restaurant Brands Shares are
held through a nominee or another person who holds Restaurant Brands Shares on your behalf, advise that person
that you wish to sell your Restaurant Brands Shares and instruct that person to complete, sign and return this
Acceptance Form and the Specified Holder Certificate to the Transferee in accordance with the instructions set out
below.
3. METHOD OF PAYMENT: You should select a Method of Payment. You should take particular care to provide
all information that is required to make an electronic transfer to you or to send a cheque to you, as the case may
be. If you elect to be paid by electronic transfer you will need to make your own arrangements with your bank to
ensure that your designated account is capable of receiving a funds transfer in your chosen currency. If you do
not select a Method or Payment or you do not provide sufficient details so that an electronic funds transfer can be
made to your bank account, payment will be made by electronic funds transfer to the NZ$ account that you have
previously provided to Restaurant Brand’s share register (such as for dividend payments) or, failing that, by cheque.
Neither the Transferee nor Link Market Services Limited has any responsibility to verify any such details.
4. JOINT HOLDERS: If the Restaurant Brands Shares are registered in the names of joint holders, every one of
the joint holders must sign the form.
5. RESTAURANT BRAND SHARES HELD BY NOMINEES: If your Restaurant Brands Shares are held through
a nominee, advise your nominee that you wish to sell all or a part of your Restaurant Brands Shares and instruct
your nominee to complete accordingly, sign and return the form to the Transferee in accordance with the
instructions set out in this form. The Specified Holder Certificate attached to this Acceptance Form will also need
to be signed and returned.
6. POWER OF ATTORNEY: If this form is signed under a power of attorney, the relevant power of attorney must
be submitted with the form for noting and return, and the certificate printed below must be completed. Where such
power of attorney has already been noted by Link Market Services then this fact must be stated under the signature
of the attorney.
7. CHESS HOLDINGS: If you hold your Restaurant Brands Shares in a CHESS Holding, to accept the offer you
can either:
(a) Instruct your Controlling Participant (as defined in the ASX Settlement Operating Rules) directly – normally
your share broker. If you do this, you will need to return this GREEN Acceptance Form to your Controlling
Participant.
(b) Authorise the Offeror to contact your Controlling Participant on your behalf, which you can do by signing
and returning this GREEN Acceptance Form. By signing and returning this Form you will be deemed to
have authorised the Offeror to contact your Controlling Participant. Neither the Offeror nor Link Market
Services will be responsible for any delays incurred in this process.
8. ON COMPLETION: Either email, mail or hand deliver this Form as provided for below as soon as possible, but
in any event so as to be received not later than 11:59pm on the closing date for the Offer (which, at the date of the
Offer, [●], but which may be extended in accordance with the Takeovers Code).
Global Valar, S.L. c/Link Market Services Limited
Mail: PO Box 91976, Victoria Street West, Auckland
1142
Delivery: Level 11, Deloitte Centre, 80 Queen
Street, Auckland 1010
Scan & Email: applications@linkmarketservices.co.nz Online: www.rbdtakeover.co.nz
9. PREVIOUS SALE: If you have sold all your Restaurant Brands Shares, please pass this Acceptance Form
together with the Offer documents to your share broker or the purchaser(s) of those Restaurant Brands Shares. If
you have sold part of your shareholding, record that fact on this Acceptance Form by amending the number of
Restaurant Brands Shares noted as being held by you on the fact of this Acceptance Form.
10. SALE OF PART HOLDING ONLY: If you want to accept the Offer for part of your holding only, please specify
the number of shares you wish to sell in the space provided.
11. INTERPRETATION: In this form references to the Transferor in the singular shall include the plural.
IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURE FOR ACCEPTANCES, PLEASE CALL LINK MARKET
SERVICES.
BY THE TRANSFEROR'S EXECUTION ON THE FACE OF THIS FORM, THE TRANSFEROR HEREBY enters
into a Power of Attorney in favour of the Transferee as follows:
As from the date of beneficial ownership, and title, to my/our Restaurant Brands Shares passing to the Transferee
in accordance with the terms of the Offer, I/we hereby irrevocably authorise and appoint the Transferee (with power
of substitution by the Transferee in favour of such person(s) as the Transferee may appoint to act on its behalf) as
my/our attorney and agent to act for me/us and do all matters of any kind of nature whatsoever in respect of or
pertaining to the Restaurant Brands Shares and all rights and benefits attaching to them as the Transferee may
think proper and expedient and which I/we could lawfully do or cause to be done if personally acting as a legal or
beneficial owner of the applicable Restaurant Brands Shares.
POWER OF ATTORNEY: If this Acceptance Form is signed under a power of attorney, the certificate of non-
revocation printed on this Acceptance Form must be completed by the party holding the Power of Attorney and
signing this Acceptance Form. If you are an individual fill out the certificate of non-revocation of power of attorney
for individual. If you are a body corporate fill out the certificate of non-revocation of power of attorney for body
corporate. In either case, the relevant instrument appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE FORM IS SIGNED UNDER A
POWER
OF ATTORNEY AND YOU ARE AN INDIVIDUAL:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR INDIVIDUAL
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed me his / her /
its attorney.
2. That I have not received notice of any event revoking the power of attorney.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
ONLY COMPLETE THE FOLLOWING SECTION IF THE ACCEPTANCE FORM IS SIGNED UNDER A
POWER
OF ATTORNEY AND YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed as
attorney_______________ ___________________ (full name of body corporate holding power of attorney), a body
corporate having its registered office/principal place of business at
__________________________________________________________________(address of registered office or
principal place of business), and I am authorised to give this certificate on its behalf. The capacity in which I give this
certificate for the attorney is as director/officer/other.
2. That I have not received notice of any event revoking the power of attorney and to the best of my knowledge and
belief no such notice has been received by __________________________________ (full name of body corporate
holding power of attorney), or by any employee or agent of that body corporate.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this Certificate.
OFFER BY GLOBAL VALAR, S.L. FOR SHARES IN
RESTAURANT BRANDS NEW ZEALAND LIMITED
SPECIFIED HOLDER CERTIFICATE
You MUST complete this Specified Holder Certificate (Certificate) if you intend to accept the Offer and you hold
shares (Restaurant Brands Shares) in Restaurant Brands New Zealand Limited (Restaurant Brands), on behalf
of more than one person.
If you hold Restaurant Brands Shares on behalf of more than one person and do not complete and return this
Certificate to Global Valar, S.L. (the Offeror) so that it is received no later than 11:59pm on [●], unless extended
in accordance with the Takeovers Code (Closing Date), any Acceptance Form that you return in respect of your
Restaurant Brands Shares will be invalid and you will be deemed not to have accepted the Offer in respect of any
of your Restaurant Brands Shares.
For the purposes of this Certificate and the Takeovers Code:
• You are a Specified Holder if you hold Restaurant Brands Shares on behalf of more than one person
(regardless of whether the holdings are direct or indirect, whether you are a custodian or not, and
regardless of the particular arrangements between you and those you hold Restaurant Brands Shares
on behalf of);
• each person on whose behalf you hold Restaurant Brands Shares is a Specified Person; and
• the Specified Percentage is 75.00% of the Restaurant Brands Shares (subject to adjustment in
accordance with rule 9(7) of the Takeovers Code, if applicable).
Capitalised terms that are not otherwise defined in this Certificate have the meaning given to them in the Document
that accompanies this Certificate.
Further information regarding this Certificate is provided under the 'Questions and Answers' heading
below.
Name of Specified Holder: _______________________________________________________
Your CSN / Holder number (as stated on the enclosed Acceptance Form:
________________________________________
Enter the total number of Restaurant Brands Shares
that you hold on behalf of Specified Persons
Enter the total number of Specified Persons on whose
behalf you hold those Restaurant Brands Shares
If you hold Restaurant Brands Shares on behalf of more than 10 Specified Persons, please attach to this Certificate
a schedule containing the required Pool A Table and Pool B Table information in respect of those additional
Specified Persons.
CCOOMMPPLLEETTEE TTHHEE FFOOLLLLOOWWIINNGG DDEETTAAIILLSS::
POOL A TABLE – Complete the below Pool A Table only for the Specified Persons on whose behalf you either:
(a) are not accepting the Offer in respect of any of the Restaurant Brands Shares that you hold on that
Specified Person's behalf; or
(b) are accepting the Offer for less than or equal to the Specified Percentage (75%) of the total number of
Restaurant Brands Shares that you hold on behalf of that Specified Person.
Specified
Person
Total number of Restaurant
Brands Shares that you hold
on behalf of the Specified
Person (A)
Number of the Restaurant
Brands Restaurant Brands
Shares that you hold on
behalf of the Specified
Person in respect of which
you are accepting the Offer
(B)**
Percentage that the number
of the Restaurant Brands
Shares in respect of which
you are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person***
((B ÷ A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If you are not accepting the Offer in respect of these
Restaurant Brands Shares, write ‘nil’.
*** If this percentage is greater than the Specified Percentage (75%) then the Specified Person should not be included in
this Pool A Table, but should instead be included in the Pool B Table.
POOL B TABLE – Complete this Pool B Table only for the Specified Persons on whose behalf you are accepting
the Offer for more than the Specified Percentage (75%) of the total number of Restaurant Brands Shares that
you hold on that Specified Person's behalf.
Specified
Person
Total number of Restaurant
Brands Shares that you hold
on behalf of the Specified
Person (A)
Number of the Restaurant
Brands Shares that you
hold on behalf of the
Specified Person in respect
of which you are accepting
the Offer (B)
Percentage that the number
of the Restaurant Brands
Shares in respect of which
you are accepting the Offer
is of the total number of
Restaurant Brands Shares
you hold on behalf of the
Specified Person**
((B ÷ A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL
* You do not need to name the Specified Person.
** If this percentage is less than or equal to the Specified Percentage (75%) then the Specified Person should not be
included in this Pool B Table, but should instead be included in the Pool A Table.
By signing this Certificate you represent, warrant, and certify that you hold Restaurant Brand Shares as a
Specified Holder on behalf of Specified Persons, that the information in this Certificate (including any schedule
attached to this Certificate) is true and correct, and that this Certificate has been duly completed and executed.
Dated and signed on the ______________ day of _____________________________________20
Daytime phone number should Link Market Services need to contact you in relation to this Certificate:
________________________________________________
SIGN HERE
SIGNATURE(S) FOR AN
INDIVIDUAL/ATTORNEY/TRUSTEE
SIGNATURE(S) FOR A COMPANY
POWER OF ATTORNEY: If this Certificate is signed under a power of attorney, the certificate of non-revocation
printed on this Certificate must be completed by the party holding the Power of Attorney and signing this Certificate.
If you are an individual fill out the certificate of non-revocation of power of attorney for individual. If you are a body
corporate fill out the certificate of non-revocation of power of attorney for body corporate. In either case, the relevant
instrument appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER CERTIFICATE IS SIGNED
UNDER A POWER
OF ATTORNEY
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed me his / her /
its attorney.
2. That I have not received notice of any event revoking the power of attorney.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER CERTIFICATE IS SIGNED
UNDER A POWER
OF ATTORNEY AND YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I __________________________________ (full name of attorney) OF __________________________________
(place and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed as
attorney_______________ ___________________ (full name of body corporate holding power of attorney), a body
corporate having its registered office/principal place of business at
__________________________________________________________________(address of registered office or
principal place of business), and I am authorised to give this certificate on its behalf. The capacity in which I give this
certificate for the attorney is as director/officer/other.
2. That I have not received notice of any event revoking the power of attorney and to the best of my knowledge and
belief no such notice has been received by __________________________________ (full name of body corporate
holding power of attorney), or by any employee or agent of that body corporate.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney
SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act
1993 or other applicable law. If you hold Restaurant Brand Shares jointly with others all joint holders must sign
this certificate.
Do I need to complete this Certificate?
If you hold your Restaurant Brand Shares on behalf of more than one person (e.g. as a trustee corporation,
nominee company, or bare trustee) then you are a Specified Holder for the purposes of the Takeovers Code
and each person on whose behalf you hold Restaurant Brand Shares is a Specified Person.
If you are a Specified Holder, you MUST complete this Certificate and return it to Global Valar S.L. (Offeror)
with your Acceptance Form so that it is received by the Offeror by no later than 11:59pm on the Closing Date
([●], unless extended in accordance with the Takeovers Code). You must complete this Certificate regardless of:
• whether the holdings are direct or indirect;
• whether you are a custodian or not; or
• the particular arrangements between you and the Specified Person.
You do NOT need to complete and return this Certificate if you hold Restaurant Brand Shares:
• for yourself or in a joint holding (unless you jointly hold Restaurant Brand Shares on behalf of more
than one person);
• on behalf of only one other person; or
• if you are the trustee of a discretionary family trust (see below).
Do I need to complete this Certificate if I am a trustee of a family trust?
If you are a trustee of a discretionary family trust and the trust deed or governing document for the trust does not
provide the beneficiaries of the family trust with any beneficial interest in the Restaurant Brand Shares held by
the trustee or trustees of the trust (other than as discretionary beneficiaries), then you do NOT need to complete
and return this Certificate. If the trust arrangements are such that separate beneficiaries of the trust can direct the
trustees as to whether to accept the Offer for that beneficiary’s portion of the Restaurant Brand Shares, then this
Certificate must be completed and returned to the Offeror if the Offer is accepted.
What happens if I fail to complete and return this Certificate by 11:59pm on the Closing Date?
If, as a Specified Holder, you fail to complete this Certificate and return it to Global Valar with your Acceptance
Form so that it is received by the Offeror by no later than 11:59pm on the Closing Date ([●], unless extended in
accordance with the Takeovers Code), any Acceptance Form that you return in respect of the Restaurant Brand
Shares you hold will be invalid and you will be deemed not to have accepted the Offer in respect of any of those
shares, and you will be in breach of Rule 14B of the Takeovers Code.
Why is this Certificate required?
This Certificate is required under Rules 14A to 14D of the Takeovers Code.
The Offer is an offer for 75% (Specified Percentage) of the Restaurant Brand Shares. If the Offer is accepted in
respect of more Restaurant Brand Shares than are sought by the Offeror, the scaling provisions in Rules 12 and
13 of the Takeovers Code determine the number of Restaurant Brand Shares that the Offeror must take up from
each shareholder of Restaurant Brands who has accepted the Offe
r in excess of the Specified Percentage of
their Restaurant Brand Shares.
In order to ensure that persons who have their Restaurant Brand Shares held for them by another person are not
unfairly prejudiced by those scaling provisions, Rule 14E of the Takeovers Code requires the Offeror to ‘look
through’ the holding of a Specified Holder and treat Specified Persons as if those Specified Persons held the
Restaurant Brand Shares directly, based on the information that is required to be disclosed in this Certificate.
How/where do I deliver this Certificate?
Either mail, deliver or email this Certificate attached to the Acceptance Form (as provided for below) so that it is
received by the Offeror on or before 11:59pm on the Closing Date ([●] unless extended in accordance with the
Takeovers Code).
MAIL: Place the completed and signed Certificate and Acceptance Form in the enclosed prepaid envelope and
send by post to the following address:
QUESTIONS AND ANSWERS
Global Valar, S.L.
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland, 1142
DELIVER: Deliver the completed and signed Certificate and Acceptance Form to Global Valar, at the following
address:
Global Valar, S.L.
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland, 1010
NOTE: These offices are only open on weekdays during normal business hours (8.30 am to 5.00 pm).
EMAIL: Email the completed and signed Certificate and Acceptance Form to Global Valar at
applications@linkmarketservices.co.nz. (Please use ‘Global Valar Acceptance’ in the subject line for easy
identification).
IF YOU ARE IN DOUBT ABOUT HOW TO COMPLETE THIS CERTIFICATE OR THE PROCEDURE FOR
ACCEPTANCE, PLEASE CALL LINK MARKET SERVICES.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.