Famous Brands Limited (Registration number 1969/004875/06) JSE share code: FBR ISIN: ZAE000053328 (“Famous Brands” or “Company”)

ANNOUNCEMENT REGARDING THE ACQUISITION BY FAMOUS BRANDS OF GBK RESTAURANTS LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION

The board of directors of Famous Brands (“the Board”) is pleased to announce that it has concluded an agreement (“the Sale and Purchase Agreement”) to acquire the entire issued share capital of GBK Restaurants Limited (“Gourmet Burger Kitchen” or “GBK”) for a total enterprise value consideration of £120 million (approximately ZAR2.1 billion*) (“the Purchase Consideration”), subject to the fulfilment of the condition precedent set out in paragraph 4.3 below (“the Acquisition").

Gourmet Burger Kitchen is the pioneer of the premium burger category in the United Kingdom (“UK”).

*Converted at the GBP/ZAR exchange rate of 17.537, being the hedged exchange rate at which the Acquisition is expected to be concluded.

2. OVERVIEW OF GBK

GBK was founded in 2001 and is the market leading premium burger restaurant chain in the UK. GBK operates a differentiated, flexible Fast Casual model which enables it to cater for a variety of meal times and occasions and a wide range of customers.

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Since launching in 2001, GBK has expanded primarily in the UK and Ireland. In the UK, GBK is represented by 75 company-owned restaurants offering -in and take-away service and online delivery. GBK also has a retail offering whereby GBK-branded food products (manufactured by a third party) are sold into retail channels. GBK recently re-acquired the rights to the Irish franchise network thereby adding five stores to its portfolio.

GBK is 97% held by Yellowwoods Group, with the balance (3%) held by management.

Alasdair Murdoch, CEO of Gourmet Burger Kitchen, said: “GBK has grown rapidly, and has had consecutive years of like-for-like sales growth, based on fantastic restaurant teams and critically, a continuous journey towards excellence in our food. We’re delighted to move onto the next phase of growth with Famous Brands. As part of the Group our aims will remain the same: to continue opening 10-15 restaurants a year in the UK, continually elevate our food, and look at other growth opportunities.”

3. RATIONALE FOR THE ACQUISITION

Famous Brands has identified the UK as a strategic growth region in Europe and one which offers the opportunity to earn hard currency outside of Africa. The Acquisition represents an important step in Famous Brands’ expansion strategy. GBK is Famous Brands’ largest acquisition to date. This Acquisition will add scale to Famous Brands’ UK business which includes UK, and up-weight the Group’s premium brand portfolio.

GBK presents a strong investment case:  Market leader in the premium burger segment in the UK;  Unique asset of substantial scale with a defined and verifiable prospective store roll-out;  The business has delivered sustained industry leading like–for–like growth;  Experienced management team, with in-depth industry knowledge and proponents of best practices; and

 Increased diversification of earnings base.

Kevin Hedderwick, Famous Brands’ Group Strategic Advisor responsible for M&A activity said, “This acquisition will transform the future of Famous Brands. GBK is a best in class business and brand, with growing consumer equity, supported by a phenomenal leadership team. I am confident that the addition of GBK to our portfolio positions the Group optimally to attain its audacious future growth targets.”

4. PRINCIPAL TERMS AND CONDITIONS OF THE ACQUISITION

4.1 Purchase Consideration and Acquisition funding

Famous Brands will acquire the entire issued share capital of GBK for an enterprise value consideration of £120 million.

Famous Brands intends to fund the Purchase Consideration plus transaction expenses by way of cash accumulated by Famous Brands from its business operations and, to the extent required, short term funding.

4.2 Management retention

GBK’s management team has extensive industry experience in the food and beverage market in the UK, gained with major global food brands including KFC, , Pizza Express and others. The incumbent management team is key to the success of the future of the business and will be retained.

4.3 Condition precedent and effective date

The Acquisition will be subject to the approval of the Financial Surveillance Department of the South African Reserve Bank. The effective date will be the later of the second business day after the date on which this condition has been fulfilled, and 25 business days after the date of the Sale and Purchase Agreement.

5. FINANCIAL INFORMATION

As at the signature date of the Sale and Purchase Agreement, for the prior 12 months ended 30 June 2016, GBK’s earnings before interest tax depreciation and amortisation was approximately £9.6 million, and its net asset value was £14.4 million, of which 100% is attributable to Famous Brands.

6. CATEGORISATION

The Acquisition is classified as a Category 2 transaction for Famous Brands in terms of the Listings Requirements of the JSE Limited (“Listings Requirements”).

Following the implementation of the Acquisition, GBK will become a subsidiary of Famous Brands. Accordingly, Famous Brands confirms that GBK’s constitutional documents enable Famous Brands to continue to comply with its obligations in terms of the Listings Requirements.

7. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the cautionary announcement dated 12 August 2016. Further to the information as set out in this announcement, shareholders are advised that they no longer need to exercise caution when dealing in the Company’s securities.

Midrand 1 September 2016

Financial Adviser, Sole Underwriter and Transaction Sponsor The Standard Bank of South Africa Limited

United Kingdom Accounting Advisers Rees Pollock

United Kingdom Legal Counsel Bircham Dyson Bell LLP

South African Legal & Tax Counsel Webber Wentzel