Acquisition of Triple Two Coffee

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NZX Announcement 19 June 2020

Acquisition of Triple Two Coffee

Cooks Global Foods Limited (NZX:CGF) is pleased to advised that it has today closed an agreement to
acquire Triple Two Coffee Holdings Limited in the United Kingdom.

About Triple Two

Triple Two Coffee franchises 13 cafes in the UK and has been one of the most highly recruited
franchises in the UK since the start of 2019. Triple Two currently operate across a number of regions
in the UK, with the initial flagship store opening in Swindon in August 2016. They now have several
sites trading in major towns, cities and shopping centres across the UK, such as London, Colchester,
Oxford, Cheltenham, Cirencester and Hove. Due to the demand the brand has seen, there is currently
a pipeline of 15 sites expected to open by the end of 2020, despite the COVID 19 pandemic, the next
being in Manchester.

Triple Two originated from seeing an opportunity in the market to create a brand where customers
can enjoy quality coffee alongside freshly prepared grab and go style food in a relaxing, modern and
unique environment.

David Hodgetts, Co-Founder and Managing Director of Triple Two Coffee commented on the
acquisition by Cooks Global Foods.

“The board of Directors have been working with the Cooks Global Foods board for 12 months to
secure this transaction. All through this period the chemistry between the 2 organisations has been
exceptional and a major reason this was completed even during these challenging COVID 19 times.”

“The Triple Two board recognised the strong synergies between the organisations which together
make a fabulous combined business. The exciting brand of Triple Two now has the backing of a larger
organisation from the industry which will enable us to go from strength to strength with part of the
acquisition ensuring that all the Directors will continue driving the business for years to come.”

“The Triple Two model is to create a business that gives customers an experience where they can get
great coffee and fantastic food. We will also look to accelerate our focus in our 'cafe bar' style sites,
retail range, online coffee subscriptions and international expansion, with our first unit in Paris
anticipated to still open this year.”

More information can be seen on the website www.tripletwocoffee.com.

Purchase Price

The purchase price for Triple Two Coffee is 7.25 times the highest EBITDA achieved by Triple Two
Coffee in any of the calendar years of 2019, 2020, 2021 or 2022 (subject to working capital
adjustments).

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In 2019 Triple Two Coffee achieved an EBITDA of NZD$1.029m representing a base purchase price of
NZ$7.464m. 90% of this base purchase price has been settled today through an issue of 101,853,883
ordinary shares in CGF at an issue price of $0.0655 per share. A capital change notice accompanies
this announcement.

EBITDA will be calculated for each calendar year going forward and any increases in the purchase
price will be payable to the vendors in cash on or around 31 March of the year following. Only in
limited circumstances will any further CGF shares be issued towards the purchase price.

The management team of Triple Two will remain in the Triple Two business to drive its growth and
expansion into continental Europe. The management team have agreed to not sell or dispose of the
CGF shares they have received for a period of twelve months from completion. This applies to
approximately 95% of the shares issued today.

Benefits of the Acquisition

This acquisition complements CGF’s existing Esquires core business in the United Kingdom taking the
number of stores owned or franchised to 57 today.

CGF Chairman Keith Jackson commented that: “Triple Two has seen strong growth through attractive
branding, a well-developed franchise system and an excellent management team. This acquisition
lifts our scale in the United Kingdom and enhances our growth prospects for Europe through our
preferred franchising model”

“While all retail operators have been affected by the COVID-19 pandemic, which will weigh on
earnings this year, there has been generous UK Government support and neither CGF nor Triple Two
has needed to permanently close any cafés during the pandemic. We believe this acquisition
positions us strongly for growth as the retail environment emerges from the effects of the pandemic”


Contact:
Keith Jackson
Executive Chairman
Tel: +64 9 304 0567 ext. 714.
Email: keith.jackson@cooksglobalfoods.com

About Cooks Global Foods
CGF operates in world markets and is listed on the NZX market operated by NZX Limited in New
Zealand under the code CGF. It owns the intellectual property and master franchising rights to
Esquires Coffee Houses worldwide (excluding New Zealand and Australia). CGF currently operates or
franchises Esquires Coffee outlets in the United Kingdom, Ireland, Portugal, Bahrain, Kuwait, Syria,
Saudi Arabia, Jordan, Pakistan, Indonesia, Canada and China. For more information visit:
https://www.cooksglobalfoods.com.

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Capital Change Notice

Updated as at 17 October 2019

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Section 1: Issuer information
Name of issuer Cooks Global Foods Limited
NZX ticker code CGF
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZCFGE0001S7
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 101,853,883
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.0655
Nature of the payment (for example, cash or other
consideration)
Consideration under sale and
purchase agreement described in
accompanying announcement.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number
of Financial Products of the Class, excluding any
Treasury Stock, in existence)
1

19.36%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason
for change must be identified here)
As consideration for an acquisition
Total number of Financial Products of the Class after
the issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
627,833,832
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant to
which the issue, acquisition, or redemption is made
Listing Rule 4.5.1, Board resolutions
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
97,474,166 ordinary shares are
subject to a deed of escrow where
except in very limited circumstances
they may not be sold, transferred or
encumbered.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Date of issue/acquisition/redemption
2
19 June 2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Keith Jackson
Contact person for this announcement Keith Jackson
Contact phone number +64 9 304 0567 ext. 714.
Contact email address keith.jackson@cooksglobalfoods.com
Date of release through MAP

19 June 2020




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).