Interim Management Statement (2913D)

TIDMJUSH

RNS Number : 2913D

Justice Holdings Limited

14 May 2012

Justice Holdings Limited

Symbol: JUSH

14 May 2012

Interim Management Statement

Justice Holdings Limited ("Justice" or the "Company") today publishes its interim management statement for the period 1 January 2012 to 14 May 2012.

Justice was admitted to the London Stock Exchange (the "Admission") on 17 February 2011, raising gross proceeds of GBP900.0 million in its initial public offering ("IPO"). As set out in the Justice Holdings Limited Prospectus dated 14 February 2011 (the "Prospectus"), the Company was formed with the strategy of acquiring a target business which was expected to have an enterprise value of between GBP1.0 billion and GBP7.0 billion.

As at 31 March 2012, the Company had 90,057,000 ordinary shares in issue, and cash and cash equivalent balances of approximately GBP882.1 million (equivalent to GBP9.79 per ordinary share). The net proceeds from the IPO are easily accessible when required. As of 31 March 2012, approximately GBP871.5 million was held in UK government-backed investments meeting the terms of the Sterling denominated money markets.

The Net Income for the period 1 January 2012 to 31 March 2012 was GBP0.1 million which included a non-cash charge of GBP0.1 million.

On April 3, 2012, the Company entered into a Business Combination Agreement and Plan of Merger (the "Agreement") with Burger King Worldwide Holdings, Inc., a Delaware corporation ("Worldwide"), the parent company of Burger King Holdings, Inc., a Delaware corporation ("Holdings"), Justice Delaware Holdco Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Justice ("New Holdco"), and Justice Holdco LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of New Holdco ("Merger Sub LLC"). Pursuant to the terms of the Agreement, Worldwide will merge with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving corporation and as a wholly owned subsidiary of New Holdco (the "Merger").

Under the terms of the Agreement, 3G Capital, a global investment firm and Worldwide's principal stockholder, will receive approximately $1.4 billion in cash and continue as the majority shareholder of New Holdco. The Company's shareholders and its founders will own approximately 29% of New Holdco. Upon closing of the Merger (the "Closing"), New Holdco will be renamed Burger King Worldwide, Inc. The Company's shares have been suspended from trading on the London Stock Exchange and, upon Closing, it is expected that New Holdco will list and commence trading on the New York Stock Exchange. The Company expects that the Closing will occur by 30 June 2012.

The Agreement contemplates that the Company, New Holdco and certain holders of equity interests of the Company will enter into transactions prior to the effectiveness of the Merger in order to facilitate the transaction. Among other things, as a result of these transactions, (i) the Company will contribute its assets to New Holdco in exchange for shares of New Holdco, (ii) certain holders of equity securities of the Company will first contribute to New Holdco certain of their interests in the Company in exchange for new interests in New Holdco and then their new interests in New Holdco for shares of New Holdco common stock and (iii) the Company will distribute to its stockholders, as of a record date prior to the Closing, the shares of New Holdco common stock it holds on a 1 for 1 basis (these transactions collectively, the "Pre-Merger Transactions").

Upon the Closing, the board of directors of New Holdco will be comprised of (i) the then current directors of Worldwide, (ii) Martin E. Franklin and Alan Parker, both directors of the Company, and (iii) additional independent directors selected prior to the Merger if necessary under applicable law or rules.

Consummation of the Merger is subject to certain closing conditions, including the effectiveness of a registration statement filed by New Holdco with the U.S. Securities and Exchange Commission in respect of its common stock on 9 May 2012 (the "Registration Statement"), the listing of such common stock on the New York Stock Exchange and the consummation of the Pre-Merger Transactions. New Holdco has been advised that early termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been received.

Since 31 March 2012, in preparation for the Closing, the Company has converted its cash and cash equivalents from pounds sterling into U.S. dollars and has sold its UK government-backed investments and invested the proceeds in U.S. Government Treasury Bills.

Other than as described above, there have been no material events or transactions, nor any material change in the underlying financial position of the Company, during the period.

For more information please contact:

International Administration Group (Guernsey) Limited

Company Secretary

Attn: Mark Woodall

Tel: [phone]

A copy of the Prospectus has been submitted to the National Storage Mechanism. The Registration Statement has been filed with the U.S. Securities and Exchange Commission and is available for viewing at: www.sec.gov.

This information is provided by RNS

The company news service from the London Stock Exchange

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