Restaurant Brands Asia discloses acquisition of 103 million shares by Lenexis Foodworks group

What Restaurant Brands Asia announced

Restaurant Brands Asia Limited (RBA) disclosed that a consortium led by Lenexis Foodworks Private Limited has acquired a substantial block of its equity shares, thereby triggering a mandatory open offer under SEBI’s Substantial Acquisition of Shares & Takeovers (SAST) Regulations, 2011. The filing, submitted to BSE on 9 July 2026, details three inter‑related transactions – a securities subscription agreement (SSA), a share purchase agreement (SPA), and the subsequent open‑offer share acquisition.

"Lenexis Foodworks Private Limited has acquired 10,30,39,024 equity shares of Restaurant Brands Asia Limited from the public shareholders who tendered their shares in the Open Offer."

The acquisition represents more than 103 million shares, a material portion of RBA’s issued capital, and reflects the acquirers’ intent to consolidate a controlling stake.

Securities Subscription Agreement (SSA)

On 20 January 2026, the acquirers entered into a securities subscription agreement with Restaurant Brands Asia. The parties to the SSA were:

• Acquirer 1: Lenexis Foodworks Private Limited
• Acquirer 2: Aayush Agrawal Trust
• Acquirer 3: Inspira Foodworks Private Limited
• Acquirer 4: Mr Aayush Madhusudan Agrawal
• Target Company: Restaurant Brands Asia Limited

Under the SSA, the consortium collectively subscribed to 12,85,71,428 equity shares of RBA. In addition, Acquirer 1 (Lenexis Foodworks) obtained 8,57,14,285 warrants, each convertible into one equity share of RBA. The conversion of these warrants is scheduled for 2 June 2026, at which point they will become ordinary shares, further increasing the acquirers’ holding.

The SSA is a standard instrument used in Indian take‑over scenarios, allowing the acquirers to raise capital directly from the target company in exchange for newly issued shares and convertible warrants.

Share Purchase Agreement (SPA)

Alongside the SSA, the parties executed a separate share purchase agreement. The sellers in this transaction were:

• Inspira Agro Trading LLC (IATL) – acting as a co‑acquirer
• QSR Asia Pte. Ltd. (Seller 1)
• F&B Asia Ventures (Singapore) Pte. Ltd. (Seller 2)

Under the SPA, the acquirers together with IATL agreed to purchase 6,56,23,091 equity shares of Restaurant Brands Asia from the two Singapore‑based sellers. This purchase was conducted on a cash‑settlement basis, although the filing does not disclose the consideration amount.

The SPA, together with the SSA, forms the basis for the mandatory open offer, as the combined share acquisition exceeds the threshold prescribed under the SAST Regulations (i.e., 25 % of the voting rights of the target).

Key facts at a glance

Why this matters for investors

The disclosure signals a decisive step toward a change in the shareholding pattern of Restaurant Brands Asia. The acquisition of over 103 million shares from public shareholders, combined with the SSA and SPA, pushes the acquirers’ aggregate holding well beyond the 25 % threshold that mandates an open offer. Existing shareholders who tendered their shares have already been bought out, while the open offer provides a window for remaining shareholders to sell their holdings at a price determined by the acquirers.

From a capital‑structure perspective, the conversion of 8,57,14,285 warrants into ordinary shares on 2 June 2026 will increase the total number of outstanding shares, leading to dilution of existing shareholders who do not participate in the open offer. However, the cash inflow from the SPA and the subscription proceeds may strengthen the company’s balance sheet, depending on the undisclosed purchase price.

Regulatory compliance is central to the transaction. By filing a Regulation 29(2) disclosure, RBA has satisfied SEBI’s requirement to inform the market of a substantial acquisition and the consequent open‑offer obligation. The filing does not indicate any pending approvals beyond the statutory ones, suggesting that the transaction is already effective.

Conclusion

Restaurant Brands Asia’s filing on 9 July 2026 confirms that Lenexis Foodworks Pvt Ltd and a group of related entities have collectively acquired more than 22 crore shares through a securities subscription agreement, a share purchase agreement, and a direct open‑offer purchase. The acquisition triggers a mandatory open offer under SEBI’s SAST Regulations, offering remaining shareholders an exit opportunity. While the filing details the share counts and key dates, it does not disclose the financial consideration paid, leaving that aspect opaque to investors. The transaction is now complete from a regulatory standpoint, and any further changes to the shareholding structure will depend on the outcome of the open offer.