Saturday, October 1 2022

TORONTO, August 12, 2022 /PRNewswire/ – Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) (“RBI”) announced today that it has filed, and the Toronto Stock Exchange (the “TSX”) has accepted, notice of RBI’s intention to renew its normal course issuer bid (“NCIB”) for its common shares (the “Common Shares”). The OPRCN is being conducted under the RBI Board Approved Share Repurchase Authorization which allows RBI to purchase up to US$1.0 billion of its ordinary shares up to August 10, 2023 (the “Redemption Authorization”).

The TSX Notice provides that RBI may, during the 12 month period commencing August 17, 2022 and ending on August 16, 2023purchase up to 30,254,374 common shares, representing 10% of its public float of 302,543,742 common shares as of July 30, 2022 (a total of 306,106,637 common shares were issued and outstanding at that date). Purchases under the tender offer will be made through the facilities of the TSX, the New York Stock Exchange (the “NYSE”) and/or alternative trading systems in Canada and the United States, if eligible, or as otherwise permitted by applicable securities laws, including private agreements. Any purchase made by private agreement pursuant to an issuer bid exemption order issued by a securities regulatory authority Canada will generally be at a discount to the prevailing market price as provided for in such exemption order. In addition, RBI may also enter into derivative-based programs in support of its buyback activities, including the writing of put options and forward purchase contracts, accelerated share buyback transactions , other stock contracts or use other methods of acquiring stock, in each case as may be permitted by applicable securities laws or subject to regulatory approval.

Purchases under the issuer bid made on the TSX will be made in accordance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price permitted by the TSX. In accordance with TSX rules, any daily redemption (other than pursuant to a bulk purchase exception) on the TSX under the issuer bid is limited to a maximum of 197,482 common shares, which represents 25% of the average daily trading volume on the TSX of 789,930 for the six months ended July 31, 2022. NCIB purchases made on the NYSE will be made in accordance with the rule of the Securities and Exchange Commission 10b-18 and US federal securities laws.

As part of its current NCIB which began on August 10, 2021 and expired on August 9, 2022 (the “2021 Issuer Bid”), RBI has previously sought and received approval from the TSX to repurchase up to 30,382,519 Common Shares. Of the July 30, 2022RBI has repurchased a total of 15,042,882 common shares for cancellation pursuant to an issuer bid over the past 12 months at a weighted average price of approximately CA$72.58 per ordinary share and approximately $123 million remains available to RBI under the Repurchase Authorization. All takeover buybacks in the past 12 months have been made through the facilities of the NYSE, TSX or an alternative exchange in the United States or Canada. In addition, the Plan Agent under the RBI Employee Share Purchase Plan has purchased a total of 5,870 shares of common stock over the last 12 months for the benefit of plan participants at a weighted average price of ‘about CA$72.76 per ordinary share.

RBI believes that the price of common shares could be such that their purchase could be an attractive and appropriate use of company funds. Decisions regarding the amount and timing of future purchases of common stock will be based on market conditions, stock price and other factors. RBI may elect to modify, suspend or discontinue the Redemption Authorization and its NCIB at any time. Redemptions under the Redemption Authorization will be funded from RBI’s cash and all Shares redeemed will be cancelled. RBI intends to enter into an automatic purchase plan which will become effective on August 17, 2022 with a broker that will allow RBI to provide standard instructions in the future and then purchase common stock on the open market during self-imposed blackout periods. Outside of these blackout periods, Common Shares may be purchased at the discretion of management.

About Restaurant Brands International

Restaurant Brands International Inc. is one of the world’s largest quick service restaurant companies with over $35 billion in annual system-wide sales and more than 29,000 restaurants in more than 100 countries. RBI owns four of the largest and most iconic fast food brands in the world: TIM HORTONS®, BURGER KING®, POPEYES® and FIREHOUSE SUBS®. These independent brands have been serving their respective customers, franchisees and communities for decades. Through its Restaurant Brands for Good framework, RBI improves sustainable outcomes related to its food, the planet, people and communities.

Forward-looking statements

This press release contains forward-looking statements and information, which are often identified by the words “may”, “could”, “believe”, “believe”, “anticipate”, “plan”, “expect”, “intends”, or similar expressions and reflects management’s expectations regarding future events and operating performance and speaks only as of the date hereof. These forward-looking statements include statements about RBI’s expectations and beliefs regarding its normal course issuer bid purchases. Factors that could cause actual results to differ materially from RBI’s expectations are detailed in filings with the United States Securities and Exchange Commission and on SEDAR at Canadasuch as its annual and quarterly reports and current reports on Form 8-K, and include the following: risks relating to RBI’s substantial indebtedness, risks relating to adverse economic and industry conditions and risks relating to unforeseen events, such as adverse weather conditions, natural disasters, terrorist attacks or threats, pandemics, including the coronavirus (COVID-19), war in Ukraine or other catastrophic events, all of which could adversely affect its financial condition and prevent it from fulfilling its obligations. Except as required by US federal securities laws or Canadian securities laws, RBI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

SOURCE Restaurant Brands International Inc.

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