Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Company Meeting Date: 26/02/2014

Exemption: Burger Fuel Worldwide Limited - Exemption Notice 2014

Summary of transaction:

Burger Fuel Worldwide Limited (“Burger Fuel”) was a listed Code company.  Mason Roberts Holdings Limited (“MRHL”) owned 44,315,839 ordinary shares in Burger Fuel, representing 80.17% of the total shares on issue.

Franchise Brands, LLC (“Franchise Brands”) and MRHL entered into a Sale and Option Agreement dated 14 January 2014 (the "Sale and Option Agreement") under which Franchise Brands agreed to purchase and MRHL agreed to sell:

  • 1,606,057 voting securities in Burger Fuel; and

  • an option to acquire 23,853,420 fully paid ordinary shares in Burger Fuel.

In addition to the Sale and Option Agreement, Burger Fuel entered into a Subscription Agreement with Franchise Brands dated 14 January 2014 under which Franchise Brands agreed to subscribe for, and Burger Fuel agreed to issue, 4,357,298 voting securities in Burger Fuel (the “Subscription Agreement”), which represented 10% of Burger Fuel's issued share capital (post allotment and together with the 1,606,057 ordinary shares being acquired under the Sale and Option Agreement on the initial completion date).

Burger Fuel obtained shareholder approval, in accordance with the Code and the Takeovers Code (Burger Fuel Worldwide Limited) Exemption Notice 2014, to the allotment of voting securities to Franchise Brands under the Subscription Agreement and to the acquisition of, and options to acquire, voting securities by Franchise Brands under the Sale and Option Agreement.