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Restaurant Brands International Inc. Announces Renewal of Normal Course Issuer Bid

·5-min read

TORONTO, Aug. 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 (the "NCIB") for its common shares (the "Common Shares"). The NCIB is being conducted in furtherance of RBI's board-approved share repurchase authorization that allows RBI to purchase up to US$1.0 billion of its Common Shares until August 10, 2023 (the "Repurchase Authorization").

Restaurant Brands International Inc. Logo (CNW Group/Restaurant Brands International Inc.)
Restaurant Brands International Inc. Logo (CNW Group/Restaurant Brands International Inc.)

The TSX notice provides that RBI may, during the 12-month period commencing August 17, 2022 and ending on August 16, 2023, purchase 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 as of such date). Purchases under the NCIB 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 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% 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 August 10, 2021 and expired on August 9, 2022 (the "2021 NCIB"), 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 C$72.58 per Common Share and approximately US$123 million 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 US 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 C$72.76 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 funded 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 August 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

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 over 29,000 restaurants in more than 100 countries. RBI 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, RBI is improving sustainable outcomes related to its food, the planet, and people and communities.

Forward-Looking Statements

This press release includes forward-looking statements and information, which are often identified by the words "may," "might," "believe," "thinks," "anticipate," "plans," "expects," "intends," or similar expressions and reflect management's expectations regarding future events and operating performance and speak 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. The factors that could cause actual results to differ materially from RBI's expectations are detailed in filings with the U.S. Securities and Exchange Commission and on SEDAR in Canada, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: risks related to RBI's substantial indebtedness, risks related to adverse economic and industry conditions and risks related to unforeseen events, such as adverse weather conditions, natural disasters, terrorist attacks or threats, pandemics, including coronavirus (COVID-19), the war in Ukraine or other catastrophic events, all of which could adversely affect its financial condition and prevent it from fulfilling its obligations. Other than as required under U.S. 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.

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SOURCE Restaurant Brands International Inc.