00:04:59 EDT Wed 27 Sep 2023
Enter Symbol
or Name

Restaurant Brands International Inc
Symbol QSR
Shares Issued 306,061,073
Close 2022-08-12 C$ 77.22
Recent Sedar Documents

RBI to buy back shares in NCIB

2022-08-12 17:15 ET - News Release

An anonymous director reports


Restaurant Brands International Inc. has filed, and the Toronto Stock Exchange has accepted, notice of RBI's intention to renew its normal course issuer bid (NCIB) for its common shares. The NCIB is being conducted in furtherance of RBI's board-approved share repurchase authorization that allows RBI to purchase up to $1.0-billion (U.S.) of its common shares until Aug. 10, 2023.

The TSX notice provides that RBI may, during the 12-month period commencing Aug. 17, 2022, and ending on Aug. 16, 2023, purchase up to 30,254,374 common shares, representing 10 per cent 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 as of such date). Purchases under the NCIB will be made through the facilities of the TSX, the New York Stock Exchange and/or alternative trading systems in Canada and the U.S., if eligible, or by such other means as may be permitted by applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority in Canada will generally be at a discount to the prevailing market price as provided in any such exemption order. In addition, RBI may also enter into derivative-based programs in support of its repurchase activities, including the writing of put options and forward purchase agreements, accelerated share repurchase transactions, other equity contracts, or use other methods of acquiring shares, in each case as may be permitted by applicable securities laws or subject to regulatory approval.

Purchases under the NCIB made on the TSX will be made in compliance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price as may be permitted by the TSX. In accordance with TSX rules, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 197,482 common shares, which represents 25 per cent of the average daily trading volume on the TSX of 789,930 for the six months ended July 31, 2022. Purchases under the NCIB made on the NYSE will be made in compliance with Securities and Exchange Commission Rule 10b-18 and the U.S. federal securities laws.

Under its current NCIB which commenced on Aug. 10, 2021, and expired on Aug. 9, 2022, RBI previously sought and received approval from the TSX to repurchase up to 30,382,519 common shares. As of July 30, 2022, RBI has repurchased an aggregate of 15,042,882 common shares for cancellation under a NCIB in the past 12 months at a weighted average price of approximately $72.58 (Canadian) per common share and approximately $123-million (U.S.) remains available to RBI under the repurchase authorization. All repurchases under a NCIB within the past 12 months were conducted through the facilities of the NYSE, the TSX or an alternative stock exchange in the U.S. or Canada. In addition, the plan agent under RBI's employee stock purchase plan purchased an aggregate of 5,870 common shares in the past 12 months for the benefit of plan participants at a weighted average price of approximately $72.76 (Canadian) per common share.

RBI believes that the market price of common shares could be such that their purchase may be an attractive and appropriate use of corporate funds. Decisions regarding the amount and timing of future purchases of common shares will be based on market conditions, share price and other factors. RBI may elect to modify, suspend or discontinue the repurchase authorization, and its NCIB, at any time. Repurchases under the repurchase authorization will be financed using RBI's cash resources and all shares repurchased will be cancelled. RBI intends to enter into an automatic purchase plan to be effective on Aug. 17, 2022, with a broker which will enable RBI to provide standard instructions in the future and then purchase common shares on the open market during self-imposed blackout periods. Outside of these blackout periods, common shares may be purchased in accordance with management's discretion.

About Restaurant Brands International Inc.

Restaurant Brands International is one of the world's largest quick-service restaurant companies with over $35-billion in annual systemwide sales and over 29,000 restaurants in more than 100 countries. Restaurant Brands International owns four of the world's most prominent and iconic quick-service restaurant brands: Tim Hortons, Burger King, Popeyes and Firehouse Subs. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, Restaurant Brands International is improving sustainable outcomes related to its food, the planet, and people and communities.

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