BFW Disclosure notice relating to share buyback

Disclosure relating to the buyback from Franchise Brands, LLC, and cancellation, of shares in Burger Fuel Worldwide Limited (BFW). Section 62 - Companies Act 1993 Background In 2014 Franchise Brands, LLC (Franchise Brands), a company associated with the owners of the Subway(R) brand, acquired a 10% shareholding in BFW, holding (following that transaction) 5,963,355 shares in BFW. Franchise Brands acquired those shares through a subscription of new shares and a purchase of shares from Mason Roberts Holdings Limited, BFW's largest shareholder. The price paid by Franchise Brands for those shares was NZD$1.35 per share. In 2016, it was announced that following the sudden passing of Subway Founder Fred Deluca, the collaboration agreement between Burgerfuel(R) and Franchise Brands would end. With the ending of that agreement, BFW has been in discussions with Franchise Brands for the purchase of their BFW shares. As a result of those discussions an agreement has been reached under which Franchise Brands will sell its shareholding in BFW for a total price of US$1.5 million (equating to around NZ$0.37 cents per share as at the date of this notice). The buyers of Franchise Brands' shareholding in BFW will be BFW (as to 3,143,355 shares) and Mason Roberts Holdings Limited (as to 2,820,000 shares). An announcement has been made by BFW today regarding the rationale for, and benefits of, this transaction. The key benefit, from the shareholders' perspective is that the shares purchased by BFW from Franchise Brands will be cancelled, thereby reducing the total number of BFW shares on issue from 59,633,550 to 56,490,195. As such, every BFW shareholder will benefit by gaining an increase in their proportionate equity holding. BFW has to give notice to shareholders in accordance with the requirements of section 62 of the Companies Act 1993 (Act) before the buyback by BFW from Franchise Brands, and cancellation of those shares. This disclosure is the required notice. It records the intention of BFW to buy back from Franchise Brands, and cancel 3,143,355 shares in BFW. What do you have to do? This disclosure is provided to you for your information only. You are not required to take any action in relation to it. Terms 3,143,355 fully paid ordinary shares in BFW are to be bought back by BFW from Franchise Brands. BFW will pay, in cash, a total of USD$790,667.75 for those shares (that price equating to NZ$0.37 cents per share) No director has any interest in the shares which are the subject of the buyback. The buyback will occur no less than 10 working days after this disclosure has been distributed to shareholders. Directors' resolution BFW's directors have resolved: 1. That Burger Fuel Worldwide (the Company) make an offer to Franchise Brands, LLC (FB) to acquire 3,143,355 fully paid ordinary shares in BFW (the Shares) held by FB (the buyback); 2. The total consideration payable by the Company to FB for the Shares is USD$790,667.75; 3. The buyback is in the best interests of the Company and is of benefit to the remaining shareholders; 4. The terms of the buyback and the consideration offered for the Shares are fair and reasonable to the Company and to the remaining shareholders. 5. The reasons for the director's conclusions are that: a. The buyback is consistent with the termination of the collaboration agreement, and the ending of the strategic alliance, with FB; b. The buyback presents an opportunity to deliver a benefit to BFW's shareholders through the cancellation of the Shares, a reduction in the total number of BFW shares on issue, and increase in each remaining shareholder's proportionate shareholding that will follow; c. The buyback price is at a discount to the current market price, and the price paid by FB, for the Shares. 6. The shares will be cancelled by the Company immediately upon completion of the buyback 7. The Company send: a. to each shareholder the Disclosure Document, as required by section 61(5) of the Act and containing the information required by section 62 of the Act; and; b. to NZX Limited the Acquisition Notice, as required by, and containing the information set out in, NZAX Listing Rule 7.6.2, 8. Not less than 10 working days after the Disclosure Document has been sent to each shareholder and at least three business days (as defined in the NZAX Listing Rules) after the giving of the Acquisition Notice, the Company enter into a transaction agreement with FB relating to its acquisition of the Shares and otherwise complete the acquisition of the Shares If you have any questions regarding this disclosure, please contact BFW's Company Secretary Mark Piet on (09) 360 6733 or Mark.Piet@Burgerfuel.com End CA:00319175 For:BFW Type:CORPACT Time:2018-06-11 15:54:41