Restaurant Brands Asia approved a ₹900 crore preferential issue at ₹70 per share, alongside warrants worth ₹600 crore. Everstone Asia will exit by selling its 11.26% stake at the same price, resulting in a mandatory open offer under SEBI norms.
Source: Restaurant Brand Asia Press Release (NSE Exchange Fillings) | Published on Jan 20, 2025
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As quoted in the press release of RBA (NSE Exchange Filings), the company has approved the allotment of equity shares worth approximately ₹900 crore to entities linked with the Aayush Agrawal group at a price of ₹70 per share. The board also cleared the issuance of 8.57 crore warrants at the same price that can convert into equity within 18 months. This preferential issue follows the Securities and Exchange Board of India (SEBI) regulations and India company law provisions.
The preferential allotment involves four acquirers through private placement. The largest portion of the equity and warrants will go to Lenexis Foodworks Private Limited, with nominal equity allocated to the trust and private entities associated with Mr. Aayush Madhusudan Agrawal.
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RBA approved a ₹900 crore equity share issue at ₹70 per share.
Warrants worth ₹600 crore will be issued and convertible into shares.
Everstone Asia to fully exit by selling its 11.26% stake at ₹70 per share.
Preferential issue and sale will trigger a mandatory open offer.
Post-transaction, new acquirers will become RBA’s promoters.
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The preferential issue involves:
Component | Quantity | Price per Unit | Total Value |
Equity Shares to Lenexis | 12,85,71,128 | ₹70 | ₹899.99 crore |
Equity Shares to Other Acquirers | 300 | ₹70 | ₹21,000 |
Warrants Issued | 8,57,14,285 | ₹70 | ₹599.99 crore |
Shares require full upfront payment. Warrants will be partially paid (25%) at allotment and the remaining 75% when shares are issued on conversion.
After complete conversion of warrants, Lenexis is expected to hold about 26.74% of RBA’s voting equity on a fully diluted basis, considering outstanding employee options.
Everstone Asia, through its affiliate QSR Asia Pte Ltd, agreed to sell its entire 11.26% stake in RBA at ₹70 per share. This share sale forms part of a Share Purchase Agreement and is expected to complete alongside the preferential issue. The combined transactions will result in new promoters acquiring control of the company. Transactions remain subject to customary conditions, including shareholder and regulatory approvals.
Under SEBI’s Substantial Acquisition of Shares and Takeovers Regulations, the change in promoter control automatically triggers an open offer to public shareholders. An open offer has been launched to acquire up to 20.8 crore equity shares at ₹70 each, representing 26% of the expanded voting share capital.
The Strategic Subscription Agreement outlines that, upon closing, the board will be reconstituted. Certain non-executive directors will resign, and nominees of the acquirer group will join. Mr Ajay Kaul, currently a non-executive director with a minor existing shareholding in Lenexis, will become a nominee director. The shift reflects the formal change in promoter control under applicable stock exchange regulations.
Restaurant Brands Asia share price stands at ₹63.7 per share on the BSE as of 20 January 2026 at market close, down around 4.7% on the day.
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