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Satisfaction of Key Offer Condition

M&A5 March 2019RBDConsumer Discretionary

RESTAURANT BRANDS NEW ZEALAND LIMITED

NZX/ASX release

6 March 2019



Restaurant Brands updates market on satisfaction of key offer condition


On 10 December 2018, Finaccess Capital, S.A. de C.V. (“Finaccess Capital”), through its

subsidiary Global Valar S.L., made a partial takeover offer for up to 75% of Restaurant Brands

New Zealand Limited (NZX/ASX: RBD, “Restaurant Brands”) shares at NZ$9.45 cash per

share (the “Partial Takeover”). On 1 March 2019, Restaurant Brands announced that

Finaccess Capital has received consent by the New Zealand Overseas Investment Office in

respect of the Partial Takeover.


Consent has now been granted in respect of the Partial Takeover by certain subsidiaries of

Yum! Brands, Inc., the owner of the KFC, Pizza Hut and Taco Bell brands franchised to

Restaurant Brands. The key remaining condition

1

of the Partial Takeover is the receipt of

acceptances which would result in Global Valar S.L. acquiring 75% of the Restaurant Brands

shares on issue.

2



The Board of Restaurant Brands continues to unanimously recommend to Restaurant

Brands’ shareholders that they accept the Partial Takeover for all of their shares, in the

absence of an unmatched superior proposal. Given the significant time that has elapsed since

the offer was announced, the Board does not consider that a competing proposal is likely to

emerge prior to the closing date of the offer.


The offer closes on 12 March 2019. If shareholders intend to accept the offer they must do by

this date. For more information regarding the offer, and how to accept it, please visit

www.rbdtakeover.co.nz

.

Shareholders should read Restaurant Brands’ target company statement in full before making

a decision on whether to accept the offer.

3

Shareholders who have any questions are

encouraged to seek their own professional advice.


Ends







1

The offer will still be subject to the conditions in clause 5.4 of Finaccess Capital’s offer document (e.g. conditions dealing with

material adverse change and business conduct conditions). See pages 19 and 20 of Finaccess Capital’s offer document for

more information.

2

This condition may be waived by Global Valar, in which case the Partial Takeover would become conditional on Global Valar

receiving acceptances for more than 50% of the shares in Restaurant Brands.

3

A copy of the target company statement is available at: http://www.restaurantbrands.co.nz/restaurant-brands-target-company-

statement/

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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


For more information regarding Finaccess Capital

Please

contact:


Begoña Orgambide Geoff Senescall



Director of Investor Relations PR Adviser


+52 55 5540 2527 (ext. 1152)


+64 21 481234


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 February 2018, Restaurant Brands had 314 stores: 94 KFC New

Zealand, 61 KFC Australia, 36 Pizza Hut New Zealand, 22 Starbucks (which Restaurant

Brands sold on 23 October 2018), 19 Carl's Jr., 37 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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