Citigroup Global Markets Australia Exits Substantial Shareholding in Guzman Y Gomez Limited as of July 20, 2026

Reconfiguration of Citi’s Securities Lending Positions in GYG Shares

According to the company update filed on 22 July 2026, Citigroup’s global operating units adjusted their relevant interests in Guzman Y Gomez Limited’s fully paid ordinary shares by modifying securities lending agreements. On 20 July 2026, multiple Citi entities—including Citibank N.A. Sydney Branch, Citigroup Global Markets Australia Pty Limited, Citigroup Global Markets Europe AG, Citigroup Global Markets Inc, and Citigroup Global Markets Limited—executed shareholding changes that collectively brought the consolidated Citi group’s interest below the five percent substantial holder threshold.

These adjustments were made under standard securities lending frameworks such as AMSLA (Agreement on Mortgage Securities Lending Arrangements), GMSLA (Global Master Securities Lending Agreement), MSLA (Master Securities Lending Agreement), and securities lending agency agreements. These contracts facilitate lending and recall of securities with voting rights typically held by borrowers during the loan period. The net outcome across all five entities was a reduction in aggregate relevant interest, resulting in Citi’s loss of substantial holder status.

GYG’s Role as an ASX-Listed Quick-Service Restaurant Operator

Guzman Y Gomez Limited operates Mexican-themed quick-service restaurants across Australia, holding a distinct position in the casual and fast-casual dining sectors. Its business model combines company-operated outlets with franchise partnerships, generating revenue primarily through food and beverage sales. The reduction in Citigroup’s shareholding does not impact GYG’s operational performance, earnings capacity, or strategic plans but likely reflects Citi’s broader portfolio management strategies.

The company has not disclosed the total shares outstanding or the exact voting percentage Citi held prior to ceasing substantial holder status. This data can be found in GYG’s latest annual report or shareholder registry. Citi’s exit as a material shareholder may indicate liquidity management or equity exposure rebalancing, potentially creating opportunities for other investors to increase their stakes.

Shareholding Movements Among Citi Entities on 20 July 2026

Citibank N.A. Sydney Branch, acting as an agent lender, reduced its relevant interest by 996,660 fully paid ordinary shares. Concurrently, Citigroup Global Markets Australia Pty Limited lowered its position by 659,464 shares due to securities return obligations and market transactions. These decreases were partially offset by a 1,408,181 share increase from Citigroup Global Markets Europe AG through securities lending contracts.

Additionally, Citigroup Global Markets Inc decreased its holdings by 46,746 shares, while Citigroup Global Markets Limited—the largest participant in this restructuring—reduced its relevant interest by 1,345,481 shares. Collectively, these five entities’ adjustments brought the consolidated relevant interest below the five percent threshold mandated for substantial holder disclosure under section 671B of the Corporations Act. No new material relationships or associate changes were reported in connection with this adjustment.

Details of Securities Lending Agreements Underpinning the Restructuring

The update outlines two main securities lending frameworks used by Citi entities managing GYG shares. First, master securities lending agreements (AMSLA, GMSLA, MSLA) are bilateral contracts where Citi entities as lenders transfer shares to borrowers who hold voting rights during the loan term. Most lent shares have unspecified return dates, indicating open-ended or multi-tranche loan structures with flexible maturities.

Second, Securities Lending Agency Agreements (SLAA) involve Citibank N.A. Sydney Branch acting as an agent lender on behalf of underlying lenders. These agency agreements define lending parameters such as designated accounts, lendable limits, collateral types, and cash reinvestment policies. Both lenders and borrowers retain rights to request early return of securities, allowing for rapid unwinding if market conditions or strategic decisions change.

Voting Rights and Recall Provisions During Lending Periods

During securities lending, borrowers hold voting rights for the loaned shares, while Citi retains contractual ownership. The company update confirms no restrictions on voting rights during loan periods, enabling borrowers to vote freely on shareholder matters. Both parties have contractual rights to request early return of securities under standard AMSLA, GMSLA, and MSLA terms, though loans are generally expected to remain unchanged for their agreed durations.

The restructuring on 20 July 2026 involved coordinated adjustments across five Citi entities to reduce holdings below the substantial holder threshold. The update does not disclose borrower identities or specific commercial terms of lending contracts.

Substantial Holder Status and Regulatory Reporting Requirements

Under section 671B of the Corporations Act, shareholders or associated groups holding five percent or more of voting shares in a listed company must notify the company of their substantial holding and any material changes. Citigroup’s last substantial holder notice for Guzman Y Gomez Limited was dated 12 June 2026, when the consolidated Citi group held five percent or more of ordinary shares. The restructuring completed on 20 July 2026 reduced Citi’s aggregate interest below this threshold, triggering the requirement to notify GYG of the cessation of substantial holder status within the prescribed timeframe.

This form 605 notice is publicly accessible, providing transparency about significant ownership changes. Citi’s loss of substantial holder status does not necessarily mean a full exit from GYG but indicates the consolidated relevant interest across all lending and agency arrangements no longer meets the five percent disclosure threshold. This may reduce institutional ownership concentration and attract new investors.

Geographic Footprint of Citi Entities and Operational Coordination

The Citi entities involved in this shareholding restructuring operate across multiple global financial centers. Citibank N.A. Sydney Branch and Citigroup Global Markets Australia Pty Limited are based at Two Park, 2 Park Street, Sydney, NSW 2000, serving as Citi’s Australian securities and equities hub. Citigroup Global Markets Europe AG operates from Börsenplatz 9, Frankfurt am Main, Germany, overseeing European securities markets. Citigroup Global Markets Inc is headquartered at 388 Greenwich Street, New York, the main US equities hub, while Citigroup Global Markets Limited is located at Citi Centre, Canary Wharf, London, UK.

This dispersed structure illustrates how multinational financial institutions coordinate complex securities lending and portfolio management activities across jurisdictions and time zones. The simultaneous adjustments across five entities in four countries on 20 July 2026 highlight the sophistication of global securities lending strategies that optimize holdings through internal reallocations and agency agreements rather than outright market sales.

Timeline of Substantial Holder Notifications and Market Impact

Citigroup’s prior substantial holder notice was filed on 12 June 2026, about five weeks before the cessation notice dated 22 July 2026. The market was aware during this period that Citi held a material stake of five percent or more in GYG. The 20 July 2026 restructuring took place after market hours, likely processed via overnight settlement and lending agreement amendments rather than intraday trading.

The immediate impact on GYG’s share price is unclear from public disclosures. However, the exit of a major institutional shareholder can prompt analyst reviews, adjustments to free float calculations, or changes in index eligibility depending on the size of the divested stake. Investors should compare this notice with GYG’s share price movements around 22 July 2026 and monitor the shareholder register for new material holdings or shifts in institutional ownership.

Future Disclosure Provisions and Regulatory Compliance

The update states that if requested by Guzman Y Gomez Limited or the Australian Securities and Investments Commission (ASIC), Citigroup will provide copies of the underlying AMSLA, GMSLA, MSLA agreements, and Securities Lending Agency Agreement authorisation documents. This ensures transparency and regulatory oversight regarding the contractual terms governing the shareholding structure.

While borrower identities and commercial terms remain confidential consistent with market practice, these provisions uphold public market standards requiring verifiable documentation of material shareholder transactions. Ji Hyun Kim (+61 2 8225 2489) is the designated contact for this notice on behalf of Citigroup Global Markets Australia Pty Limited for any follow-up inquiries from GYG’s management or regulators.