Takeover Notice From NZ Restaurant Holdings Limite

14 June 2005
News release

Restaurant Brands Receives Takeover Notice From NZ Restaurant Holdings Limited

Restaurant Brands has today received a Takeover Notice from NZ Restaurant Holdings Limited under the Takeovers Code.

NZ Restaurant Holdings Limited, a company associated with private equity firm CVC Asia Pacific Limited, intends to make a full offer under the Takeovers Code to purchase all the ordinary shares in Restaurant Brands and all issued options to acquire ordinary shares in Restaurant Brands.

NZ Restaurant Holdings Limited is offering $1.65 in cash for each Restaurant Brands ordinary share.

The offer is subject to a number of conditions, including NZ Restaurant Holdings Limited gaining 90% acceptance for Restaurant Brands’ ordinary shares.

In addition, NZ Restaurant Holdings will require satisfaction as to ongoing arrangements with key senior staff and agreement on certain commercial matters with the franchisors who are counterparties to key commercial contracts with the Restaurant Brands group, prior to making the offer.

Restaurant Brands Chairman, Bill Falconer confirmed that Restaurant Brands has appointed an independent committee of directors to advise on the offer.

The independent committee consists of Bill Falconer, David Pilkington, Ted van Arkel and Trevor Hall.

Falconer said the independent committee has appointed Grant Samuel as independent adviser to prepare a report on the merits of the NZ Restaurant Holdings Limited offer.

“The independent committee advises shareholders to do nothing in respect of the NZ Restaurant Holdings Limited offer until it has received the independent adviser’s report,” he said.

Restaurant Brands’ shareholders will be sent a Target Company Statement relating to the NZ Restaurant Holdings Limited offer, which will include the independent adviser’s report.

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