Compulsory Acquisition Looms as Finaccess Secures Majority in Restaurant Brands Bid

Takeover Progress and Shareholder Implications

Finaccess Restauración, S.L. has reached a critical milestone in its bid for Restaurant Brands New Zealand Limited (RBD), having received acceptances for more than 90% of the company’s shares. This threshold triggers Finaccess’s right under the Takeovers Code to compulsorily acquire any remaining shares from shareholders who have not yet accepted the offer. The compulsory acquisition price is set at NZ$5.05 per share, identical to the offer price, and shareholders cannot object to this valuation.

The offer period closes at 11 – 59pm on 25 November 2025. Shareholders who accept before this deadline will receive payment within five working days, a significantly faster process than waiting for compulsory acquisition, which can extend up to 40 working days after the offer period ends.

Compulsory Acquisition Process Details

Following the close of the offer, Finaccess has up to 20 working days to issue an acquisition notice to remaining shareholders. Those shareholders then have 15 working days to voluntarily transfer their shares to Finaccess, with payment due within five working days of transfer. If shareholders do not transfer their shares voluntarily, Finaccess will compulsorily acquire them within five working days after the voluntary transfer period ends. The funds for compulsory acquisition will be held in an interest-bearing trust account administered by RBD’s share registrar, Computershare Investor Services Limited, until claimed by shareholders.

Trading Suspension and Delisting Outlook

RBD anticipates that NZX will suspend trading in its shares five trading days after Finaccess begins the compulsory acquisition process. Subsequently, RBD will request delisting, which typically occurs two trading days after suspension. The ASX is expected to follow a similar timetable. These steps mark the final phase of the takeover, transitioning RBD from a publicly traded company to a privately held entity under Finaccess’s control.

Independent Directors’ Recommendation

The Committee of Independent Directors has advised shareholders who have not yet accepted the offer to do so promptly if they wish to avoid the longer compulsory acquisition process. This recommendation underscores the benefits of accepting the offer early, including quicker payment and avoiding the administrative complexities of compulsory acquisition.

As the takeover nears completion, the market will be watching closely for the timing of Finaccess’s acquisition notice and the subsequent steps toward full ownership and delisting.