A&W REVENUE ROYALTIES INCOME FUND AND A&W FOOD SERVICES OF CANADA INC. ANNOUNCE COMPLETION OF A SECONDARY BOUGHT DEAL OFFERING O
March 02 2011 - 8:10AM
PR Newswire (Canada)
VANCOUVER, March 2 /CNW/ -- /NOT FOR DISTRIBUTION TO THE UNITED
STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
Toronto Stock Exchange AW.UN VANCOUVER, March 2 /CNW/ - A&W
Revenue Royalties Income Fund (the "Fund") and A&W Food
Services of Canada Inc. ("Food Services") announced today that Food
Services has completed a secondary bought deal offering of units of
the Fund (the "Offering") in connection with an agreement with a
syndicate of underwriters led by CIBC and National Bank Financial
Inc. and including BMO Capital Markets, RBC Capital Markets, Scotia
Capital Inc., TD Securities Inc., Canaccord Genuity Corp., HSBC
Securities (Canada) Inc. and Raymond James Ltd. (collectively, the
"Underwriters"). The Underwriters purchased 2,997,000 units
of the Fund ("Units") from Food Services at a purchase price of
$23.35 per Unit for gross proceeds of $69,979,950. The Fund
did not receive any proceeds of the Offering. Food Services
paid the expenses of the Offering. Prior to the closing of the
Offering, Food Services owned securities indirectly exchangeable
for 4,247,358 Units (the "Exchangeable Securities"), representing
approximately a 34% indirect interest in the Fund. Food
Services only exchanged the number of Exchangeable Securities
needed for the number of Units to be sold pursuant to the
Offering. Following the closing of the Offering, Food
Services now owns Exchangeable Securities indirectly exchangeable
for 1,250,358 Units, or approximately a 10% indirect interest in
the Fund. There is no change in the total number of equivalent
Units outstanding and no change in the amount of cash available to
pay distributions as a result of the Offering. The regular
monthly distribution will remain at 11.7 cents per month per Unit.
The first distribution that purchasers of the Units acquired under
the Offering will be entitled to receive is the distribution
expected to be paid on March 31, 2011 to unitholders of record on
March 15, 2011. Food Services has today declared a dividend
in the aggregate amount of $62,730,000 to its shareholder of record
on March 9, 2011. This news release does not constitute an offer to
sell or a solicitation of an offer to buy any securities in the
United States. The securities have not been registered under the
U.S. Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold within the United States,
absent such registration or an applicable exemption from such
registration requirements. About the Fund The Fund is a limited
purpose trust established to invest in A&W Trade Marks Inc.
("TMI"), which through its interest in the A&W Trade Marks
Limited Partnership (the "Partnership"), owns the A&W
trade-marks used in the A&W quick service restaurant business
in Canada. The A&W trade-marks comprise some of the
best-known brand names in the Canadian foodservice industry.
In return for licensing Food Services to use its trade-marks, TMI
(through the Partnership) received royalties equal to 3% of the
sales A&W restaurants in the Royalty Pool. Food Services
is the second largest quick service hamburger restaurant chain in
Canada. Operating coast-to-coast, A&W restaurants feature
famous trade-marked menu items such as The Burger Family, Chubby
Chicken and A&W Root Beer. The Royalty Pool is adjusted
annually to reflect sales from new A&W restaurants, net of the
sales of any A&W restaurants that have permanently
closed. Additional limited partnership units are issued to
Food Services to reflect the annual adjustment. Food
Services' additional limited partnership units are exchangeable for
additional non-voting common shares of TMI which shares are
exchangeable for Units of the Fund. TMI's dividends to the Fund and
to Food Services, and the Fund's distributions to unitholders are
based on top-line revenues of the A&W restaurants in the
Royalty Pool, less interest, general and administrative expenses
and current income taxes of TMI, and are thereby isolated from many
of the factors that impact an operating business. Certain
statements in this report may be forward-looking in nature. Actual
results may differ materially from those expressed or implied in
these forward-looking statements. The forward-looking statements
are based on assumptions that management considered reasonable at
the time they were prepared. These forward-looking statements are
subject to a number of risk factors, including general economic and
business conditions, unemployment, harmonization of sales taxes,
financial and political instability, changes in income tax laws or
their application to the Fund and other factors disclosed
previously and from time to time in the Fund's public
filings. Forward-looking information is provided as of the
date hereof and, except as required by law, we assume no obligation
to update or revise forward-looking information to reflect new
events or circumstances. Additional information relating to the
Fund is on SEDAR at www.sedar.com and on the Fund's website at
www.awincomefund.ca. To view this news release in HTML formatting,
please use the following URL:
http://www.newswire.ca/en/releases/archive/March2011/02/c7035.html
pDon Leslie, Chief Financial Officer: (604) 988-2141 or a
href="mailto:investorrelations@aw.ca"investorrelations@aw.ca/a/p
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