Restaurant Brands Faces Delisting Risk as Finaccess Launches Takeover Offer
Finaccess Restauración, S.L. has launched a formal, unconditional takeover offer for all remaining shares of Restaurant Brands New Zealand Limited at NZ$5.05 per share, representing a substantial premium over recent trading prices.
- Unconditional all-cash offer at NZ$5.05 per share
- Offer represents over 70% premium to recent share prices
- Finaccess already owns 75.02% of Restaurant Brands shares
- Largest institutional shareholder ACC locked in to accept offer
- Potential delisting if compulsory acquisition threshold reached
Background and Offer Details
Finaccess Restauración, S.L., the majority shareholder of Restaurant Brands New Zealand Limited (NZX, ASX – RBD), has formally launched a takeover offer for all remaining ordinary shares it does not already own. The offer price is NZ$5.05 per share in cash, a figure that represents a significant premium to the company’s recent trading prices on both the NZX and ASX.
Currently holding 75.02% of Restaurant Brands shares, Finaccess aims to consolidate full ownership by acquiring the remaining 24.98%. The offer period is open until 11.59pm on 25 November 2025, with payments to shareholders expected within five working days of acceptance.
Premium and Shareholder Support
The offer price marks a premium of approximately 70.6% over the last closing price before the offer announcement and exceeds the one-, six-, and twelve-month volume weighted average prices by margins ranging from 62.7% to nearly 80%. This premium is designed to provide an attractive exit opportunity for shareholders, particularly given the company’s recent share price underperformance relative to the NZX50 index.
Notably, the Accident Compensation Corporation (ACC), Restaurant Brands’ largest institutional shareholder with a 4.7% stake, has entered into a lock-up deed committing to accept the offer. This endorsement adds weight to the offer’s appeal and signals institutional confidence in the terms presented.
Rationale and Market Context
Finaccess cites structural challenges associated with Restaurant Brands’ NZX listing as a key driver behind the offer. The company’s low trading liquidity and limited free float; only about 25% of shares are publicly traded; have constrained demand and suppressed share price performance. Daily trading volumes are notably lower than comparable indices, exacerbating liquidity concerns.
By taking the company private, Finaccess aims to resolve these structural issues, potentially enabling more streamlined management and strategic flexibility. The offer is unconditional, having received Overseas Investment Office consent, and Finaccess has confirmed it will not increase the offer price or make another takeover offer within 24 months.
Next Steps and Implications
The Committee of Independent Directors of Restaurant Brands will issue a Target Company Statement by 29 October 2025, including an independent adviser’s report and a recommendation to shareholders. Until then, shareholders are advised not to take any action regarding the offer.
If Finaccess achieves acceptances exceeding 90%, it intends to invoke compulsory acquisition provisions and delist Restaurant Brands from both the NZX and ASX. This would mark a significant shift for the company, transitioning it from a publicly traded entity to a privately held group under Finaccess control.
Bottom Line?
As the offer period unfolds, shareholders face a compelling premium but must weigh the implications of a potential delisting and the end of public trading liquidity.
Questions in the middle?
- Will the offer achieve the 90% acceptance threshold to trigger compulsory acquisition?
- How will the independent adviser and directors recommend shareholders respond?
- What strategic changes might Finaccess pursue post-delisting?