Johannesburg; Thursday, 1 September 2016: Famous Brands has signed a mouth-watering agreement to acquire the entire issued share capital of Gourmet Burger Kitchen (GBK), pioneer of the premium burger revolution in the United Kingdom (UK). Launched in 2001 in Battersea, South London, GBK was founded by three New Zealanders, together with the creative culinary support of eminent New Zealand chef and acclaimed ‘father of fusion’, Peter Gordon. In 2010, the business was acquired by the Yellowwoods Group. The Yellowwoods’ acquisition marked a pivotal turning point in the company’s history, setting the brand on its current growth trajectory. GBK now comprises 75 company-owned restaurants across the UK and is widely renowned as the market leader in the premium burger category. The GBK acquisition is rated according to the JSE Listings Requirements as a Category 2 transaction. The purchase consideration of GBP120 million (approximately ZAR2.1 billion), will be funded by way of cash accumulated by Famous Brands in its business operations and, to the extent required, short term funding. The transaction is subject to approval from the SA Reserve Bank in terms of Exchange Control Regulations. Kevin Hedderwick, Famous Brands’ Group Strategic Advisor responsible for M&A activity says, “Enhancing the compelling rationale for this acquisition is the benefit we have derived from the substantial devaluation of the Rand since we commenced negotiations with GBK earlier this year.” He notes “As far back as 2007 when we acquired the Wimpy business in the UK, the Group is on record as saying that we would use our foray into the UK as a beachhead to expand our presence in the market as and when suitable opportunities presented themselves. Our investment in the Wimpy UK business has given us invaluable learnings in terms of an understanding of and insight into the local market.” He adds, “More recently we have stated our intent to pursue opportunities which will enhance our existing income stream with hard currency earned outside of Africa; the GBK acquisition achieves that goal, and simultaneously up-weights Famous Brands into a substantially higher league.” “In terms of scale and scope, this is the biggest deal the Group has ever concluded, and one which will transform the future of the business. It will be as much of a game-changer for the Group as our acquisition of Wimpy SA was in 2003,” he comments. “Quite simply, GBK is a best in class business and brand, with growing consumer equity, supported by a phenomenal leadership team.” Hedderwick observes, “In the process of identifying a suitable acquisition target, we scrutinised a wide range of prospective assets over recent years, but none of the other potential targets met our investment criteria, or were aligned with our SA business model. GBK ticks all the boxes; so much so, that we can transfer many of the brand’s best practices back to SA. The GBK team has built an outstanding infrastructure and their processes are world-class.” In terms of the contractual agreement, GBK’s team will continue to manage the business. No changes to personnel are planned, and the intention is for the transition in ownership to be effected seamlessly, with no disruption to operations. Hedderwick says, “We are delighted to inherit an exceptional, highly experienced senior management unit, supported by an energetic, engaged team.” The GBK acquisition rationale is compelling: The brand features a differentiated, flexible Fast Casual business model, providing access to its products across a range of channels: eat-in and take away service, online delivery, and GBK-branded food products in retail outlets. “This model creates flexibility across meal times, across a variety of occasions, and a wide range of customers across life stages, social groups and ages,” remarks Hedderwick. He adds, “The GBK business is a unique asset of substantial scale, positioned in the wider, unexploited bespoke burger market segment. Both the Fast Casual and premium burger market segments are growing.” Hedderwick says, “Another significant advantage is the well invested estate, proven across multiple locations, types and site sizes, including shopping centres, High Streets, city centres and residential areas. This flexible model format enables the brand to reach the broadest audience possible. Furthermore, 93% of the restaurant portfolio has either been refurbished or opened in the last five years.” In terms of the financial case, Hedderwick comments, “Through continued transformation the business has delivered sustained industry-leading like-for-like growth. GBK has an impressive historical financial track record (five consecutive years of same-store sales growth, at a level well ahead of market norm) – and delivered in the context of an economic downturn.” The low interest environment in the UK is supportive of continued consumer spend, while the impact of fears of Brexit on this sector appear negligible – endorsed by a recent survey which confirms that despite the generally subdued economy, household spend in the Eating Out category is up 4% year on year in June 2016.* Notably, GBK enjoys a unique positioning in the category, being recognised as the catalyst for rejuvenation of the burger in the UK market, and setting the standards for freshness, innovation taste and quality. GBK’s market leadership is underpinned by key brand beliefs including: unrivalled farm-to-fork provenance and quality; menu differentiation; and creativity and innovation centered on pioneering and perfecting handcrafted ‘burger comfort’. Hedderwick adds, “GBK has substantial store growth potential in the UK – with a secure, current pipeline of sites in place, supported by the brand’s excellent track record of successful new store openings. The business has also recently concluded an agreement to re-acquire the franchise rights to own and manage the five GBK restaurants in Ireland, which provides an immediate platform for growth and a significant overseas footprint. Furthermore, there is opportunity to export the brand to South Africa, which would afford Famous Brands representation in the premium burger Fast Casual dining category where we do not currently compete.” “In this context, we are confident that the existing business model has the potential to double GBK’s restaurant footprint within the next five years,” says Hedderwick. Alasdair Murdoch, CEO of Gourmet Burger Kitchen, says “We’re delighted to move onto the next phase of growth with Famous Brands. Since we started dealing directly with the team, there has been real chemistry and a sense of shared understanding and vision. GBK has grown rapidly, and has had continuous like-for-like sales growth, but at its heart GBK is much more than that. It’s based on fantastic restaurant teams and critically, a continuous journey towards excellence in our food. We like to call it real burger obsession! Our aims remain the same: to continue opening 10-15 restaurants a year in the UK, continually elevate our food, and look at other growth opportunities. “We feel honoured to be the next chapter of the Famous Brands’ story and we are delighted to be part of the team.” Hedderwick closes, “For me personally, concluding this transaction is the pinnacle of a sixteen year executive career during which I have overseen the value of Famous Brands increase from a market capitalisation of R185 million to one close to R15 billion. I am humbled to have had the opportunity to play the role I have, and I look forward to being instrumental in the integration of this brand into the Group’s business. I am confident that the addition of GBK to our portfolio positions the Group optimally to attain its audacious future growth targets.”     For further information:
Kevin Hedderwick Group Strategic Advisor Famous Brands Ltd Telephone: +27 11 651 5812 Alasdair Murdoch Chief Executive Officer Gourmet Burger Kitchen Telephone: 00 44 7967 304082 Frederic Cornet Media and Investor Relations Instinctif Telephone: +27 83 307 8286