Offer Details

Open Offer Structure:

  • Mandatory open offer under SEBI SAST Regulations triggered by acquisition of 8.2% promoter stake and preferential issue of 26.78% equity
  • Acquirers: Lenexis Foodworks Private Limited, Aayush Agrawal Trust, Inspira Foodworks Private Limited, Mr. Aayush Madhusudan Agrawal, together with Inspira Agro Trading LLC as PAC
  • Offer Price: ₹70.00 per equity share plus applicable interest of ₹0.39 per share
  • Total Offer Price: ₹70.39 per equity share
  • Offer Size: 20,80,61,717 equity shares (26% of expanded voting share capital)
  • Maximum Consideration: ₹1,464.54 crore (including interest)

Triggering Transactions:

  • Share Purchase Agreement dated January 20, 2026: Acquisition of 6,56,23,091 equity shares (8.2%) from promoters QSR Asia Pte. Ltd. and F&B Asia Ventures (Singapore) Pte. Ltd. at ₹70 per share
  • Securities Subscription Agreement dated January 20, 2026: Preferential issue of 12,85,71,428 equity shares (16.07%) and 8,57,14,285 warrants (10.71% on conversion) at ₹70 per share/warrant
  • Total investment through underlying transactions: ₹1,959.36 crore

Timetable:

  • Identified Date: May 22, 2026 (for determining shareholders)
  • Offer Opening Date: June 8, 2026
  • Offer Closing Date: June 19, 2026
  • Payment Completion Date: July 6, 2026

Financial Arrangements

Escrow Mechanism:

  • Cash Escrow: ₹14.75 crore (1% of maximum consideration) with RBL Bank
  • Bank Guarantee: ₹221.65 crore from RBL Bank
  • Total Financial Arrangements: ₹236.40 crore, exceeding SEBI requirements

Funding Certification:

  • Nikunj Raichura & Associates certified acquirers' financial capability to fulfill offer obligations
  • Net worth of Mr. Aayush Agrawal certified at ₹574.49 crore as of March 31, 2026

Regulatory Approvals

Approvals Received:

  • CCI Approval: Granted on May 20, 2026
  • Stock Exchange In-principle Approval: Received from BSE and NSE on February 27, 2026
  • Shareholder Approval: Obtained through EGM on February 13, 2026

SEBI Extension:

  • SEBI granted extension until May 26, 2026 for filing Letter of Offer due to delayed CCI approval
  • Mandatory interest payment of ₹0.39 per share required for 20-day delay period

Target Company Details

Restaurant Brands Asia Limited (RBAL):

  • Business: Master franchisee for Burger King® brand in India and Burger King®/Popeyes® brands in Indonesia
  • Listed: BSE and NSE
  • Current Paid-up Capital: ₹582.87 crore (58,28,76,287 equity shares of ₹10 each)
  • Financial Performance (Consolidated):
  • FY2026: Revenue ₹2,822.64 crore, Net Loss ₹204.13 crore
  • FY2025: Revenue ₹2,550.72 crore, Net Loss ₹232.79 crore
  • FY2024: Revenue ₹2,437.06 crore, Net Loss ₹236.74 crore

Acquirer Background

Lenexis Foodworks Private Limited (Acquirer 1):

  • Controlled by Mr. Aayush Agrawal (97.94% holding)
  • Business: QSR operator with brands Chinese Wok, Big Bowl, The Momo Co.
  • Financials: FY2026 Revenue ₹415.25 crore, Net Loss ₹130.49 crore

Aayush Agrawal Trust (Acquirer 2):

  • Family trust managed by Mr. Aayush Agrawal
  • Investment vehicle with net worth ₹3,962.02 crore (March 31, 2026)

Mr. Aayush Madhusudan Agrawal (Acquirer 4):

  • Promoter and controlling person of acquirer entities
  • Net worth: ₹574.49 crore certified by Nikunj Raichura & Associates

Offer Conditions

Non-Conditional Offer:

  • Not subject to minimum acceptance level
  • Not a competing offer
  • No differential pricing

Withdrawal Conditions:

  • Only permitted if statutory approvals refused or SPA/SSA conditions not met for reasons outside acquirers' control
  • Requires public announcement within 2 working days of withdrawal

Settlement Procedure

Tendering Mechanism:

  • Through stock exchange acquisition window
  • Designated Stock Exchange: BSE
  • Buying Broker: Motilal Oswal Financial Services Limited
  • Registrar: MUFG Intime India Private Limited

Physical Share Process:

  • Physical shareholders must submit original certificates, transfer forms, and completed acceptance form
  • Documents must reach registrar by June 19, 2026

Tax Implications

Withholding Tax:

  • No TDS deduction for resident shareholders
  • Non-resident shareholders responsible for own tax compliance
  • STT applicable at 0.1% on transaction value

Capital Gains Tax:

  • LTCG: 12.5% if shares held >12 months and STT paid on both purchase and sale
  • STCG: 20% if shares held ≤12 months
  • Special provisions for NRIs under Chapter XII-A of Income Tax Act

Risk Factors

Offer Risks:

  • Proration if oversubscription exceeds 26% offer size
  • Delay in payment if regulatory approvals not received
  • Possible withdrawal if SPA/SSA conditions not met
  • Market price volatility during offer period

Acquirer Risks:

  • No assurance of Target Company's future performance
  • Responsibility to maintain minimum 25% public shareholding post-offer

Documents Available for Inspection

  • SSA, SPA, and related agreements
  • Financial statements of acquirers and target company
  • SEBI observation letter and regulatory approvals
  • Escrow agreement and bank guarantee
  • Valuation certificates and due diligence reports

Manager and Registrar Details

Manager to Offer: Motilal Oswal Investment Advisors Limited

  • Address: Motilal Oswal Tower, Prabhadevi, Mumbai 400025
  • Contact: Ronak Shah/Shashank Pisat, +91 22 7193 4380

Registrar to Offer: MUFG Intime India Private Limited

  • Address: C-101, Embassy 247, Vikhroli West, Mumbai 400083
  • Contact: Pradnya Karanjekar, +91 810 811 4949

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