Receipt of Finaccess Takeover Notice

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 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. The all-cash offer price of NZ$9.45 per share represents: o 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; o A premium of 23.1% to its New Zealand volume weighted average price for the six months ended 17 October 2018 . 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." 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 Uria Menendez. Please see attached for full announcement including Appendix A and Appendix B. 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 For more information regarding Finaccess Capital Please contact: Geoff Senescall Begona 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 End CA:00327344 For:RBD Type:TRANSACT Time:2018-11-26 08:30:11