SPH Notice – Stephen Copulos
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Restaurant Brands New Zealand Limited (“Restaurant Brands”)
Relevant event being disclosed: Change in the nature of relevant interest
Date of relevant event: 14 December 2018
Date this disclosure made: 14 December 2018
Date last disclosure made: 26 November 2018
Substantial product holder giving disclosure
Full name: Stephen Copulos
Summary of substantial holding
Class of quoted voting products: Fully paid ordinary shares in Restaurant Brands
(ISIN: NZRBDE0001S1) (“Shares”)
Summary for Stephen Copulos
For this disclosure,—
(a) total number held in class: 10,630,819
(b) total in class: 124,758,523
(c) total percentage held in class: 8.521%
For last disclosure,—
(a) total number held in class: 10,630,819
(b) total in class: 124,380,523
(c) total percentage held in class: 8.547%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 10 December 2018,
Global Valar S.L. made a partial takeover offer under the Takeovers Code for up to 75% of
the Shares at NZ$9.45 per Share (“Offer”). On 14 December 2018, Stephen Copulos
procured the acceptance of the Offer by his associated companies Eyeon QSR Pty Ltd,
Eyeon No 2 Pty Ltd, Copulos Superannuation Pty Ltd, PC Nab Pty Ltd, Eyeon Investments
Pty Ltd and Copulos Foundation Pty Ltd (together, the “Copulos Interests”) for all of their
Shares, in accordance with the Lock-in Deed, a copy of which was attached to Stephen
Copulos’ last substantial product holder notice dated 26 November 2018.
973975-1
Pg. 2
Details after relevant event
Details for Stephen Copulos
Nature of relevant interest 1: Stephen Copulos continues to have a relevant interest in the
Shares in which HSBC Custody Nominees Australia Limited as custodian for Eyeon No 2 Pty
Ltd is the registered holder, by virtue of having the power to exercise, or to control the
exercise of, a right to vote attached to those Shares in his capacity as the sole director of
Eyeon No 2 Pty Ltd. Eyeon No 2 Pty Ltd may dispose of up to 1,585,482 Shares to Global
Valar S.L., subject to completion of the Offer.
For that relevant interest,—
(a) number held in class: 1,585,482
(b) percentage held in class: 1.271%
(c) current registered holder: HSBC Custody Nominees Australia Limited as
custodian for Eyeon No 2 Pty Ltd
(d) registered holder once transfers are registered: Global Valar S.L.
Nature of relevant interest 2: Stephen Copulos continues to have a relevant interest in the
Shares in which HSBC Custody Nominees Australia Limited as custodian for PC Nab Pty Ltd
is the registered holder, by virtue of having the power to exercise, or to control the
exercise of, a right to vote attached to those Shares in his capacity as a director of PC Nab
Pty Ltd. PC Nab Pty Ltd may dispose of up to 2,117,853 Shares to Global Valar S.L.,
subject to completion of the Offer.
For that relevant interest,—
(a) number held in class: 2,117,853
(b) percentage held in class: 1.698%
(c) current registered holder: HSBC Custody Nominees Australia Limited as
custodian for PC Nab Pty Ltd
(d) registered holder once transfers are registered: Global Valar S.L.
Nature of relevant interest 3: Stephen Copulos continues to have a relevant interest in the
Shares in which Citibank N.A., New Zealand Branch as custodian for Eyeon QSR Pty Ltd is
the registered holder, by virtue of (i) having the power to exercise, or to control the
exercise of, a right to vote attached to those Shares in his capacity as a director of Eyeon
QSR Pty Ltd and (ii) the fact that Eyeon QSR Pty Ltd’s only other director is accustomed to
act in accordance with Stephen Copulos’ directions, instructions or wishes in relation to
that power. Eyeon QSR Pty Ltd may dispose of up to 5,198,817 Shares to Global Valar
S.L., subject to completion of the Offer.
For that relevant interest,—
(a) number held in class: 5,198,817
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Pg. 3
(b) percentage held in class: 4.167%
(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for
Eyeon QSR Pty Ltd
(d) registered holder once transfers are registered: Global Valar S.L.
Nature of relevant interest 4: Stephen Copulos continues to have a relevant interest in the
Shares in which Citibank N.A., New Zealand Branch as custodian for Copulos
Superannuation Pty Ltd is the registered holder, by virtue of (i) having the power to
exercise, or to control the exercise of, a right to vote attached to those Shares in his
capacity as a director of Copulos Superannuation Pty Ltd and (ii) the fact that Copulos
Superannuation Pty Ltd’s only other director is accustomed to act in accordance with
Stephen Copulos’ directions, instructions or wishes in relation to that power. Copulos
Superannuation Pty Ltd may dispose of up to 862,937 Shares to Global Valar S.L., subject
to completion of the Offer.
For that relevant interest,—
(a) number held in class: 862,937
(b) percentage held in class: 0.692%
(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for
Copulos Superannuation Pty Ltd
(d) registered holder once transfers are registered: Global Valar S.L.
Nature of relevant interest 5: Stephen Copulos continues to have a relevant interest in the
Shares in which Citibank N.A., New Zealand Branch as custodian for Eyeon Investments
Pty Ltd is the registered holder, by virtue of having the power to exercise, or to control the
exercise of, a right to vote attached to those Shares in his capacity as the sole director of
Eyeon Investments Pty Ltd. Eyeon Investments Pty Ltd may dispose of up to 662,686
Shares to Global Valar S.L., subject to completion of the Offer.
For that relevant interest,—
(a) number held in class: 662,686
(b) percentage held in class: 0.531%
(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for
Eyeon Investments Pty Ltd
(d) registered holder once transfers are registered: Global Valar S.L.
Nature of relevant interest 6: Stephen Copulos continues to have a relevant interest in the
Shares in which Citibank N.A., New Zealand Branch as custodian for Copulos Foundation
Pty Ltd is the registered holder, by virtue of having the power to exercise, or to control the
exercise of, a right to vote attached to those Shares. Copulos Foundation Pty Ltd may
dispose of up to 203,044 Shares to Global Valar S.L., subject to completion of the Offer.
973975-1
Pg. 4
For that relevant interest,—
(a) number held in class: 203,044
(b) percentage held in class: 0.163%
(c) current registered holder: Citibank N.A., New Zealand Branch as custodian for
Copulos Foundation Pty Ltd
(d) registered holder once transfers are registered: Global Valar S.L.
Additional information
Address of substantial product holder: Suite 3, 461 Wyndham Street, Shepparton, Victoria
3630, Australia
Contact details: Phone: +61 3 5822 8800 | Email: admin@copgroup.com.au
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Global Valar S.L.
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Stephen Copulos is also a director of Restaurant Brands. This disclosure also constitutes
disclosure for the purposes of the directors’ and senior managers’ disclosure obligations.
Certification
I, Stephen Copulos, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.
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.
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