In return for adding the royalty revenue from the 31 new restaurants to the Royalty Pool, BPI has received 1,523,846 Additional Entitlements. The 1,523,846 represents 80% (1,904,808 represents 100%) of the Additional Entitlements with the balance received when the actual full year performance of the new restaurants is known with certainty. The 1,523,846 Additional Entitlements represents 11.2% of the Fund units on a fully diluted basis. The full 1,904,808 Additional Entitlements would represent 13.3% of the Fund on a fully diluted basis. The estimated franchise revenues for the 31 new restaurants in 2006 is estimated to be $61,098,000. The estimated 4% royalty revenue the Fund will receive in 2006 from these additional 31 restaurants is $2,443,920. The royalty revenue for the purposes of calculating the Additional Entitlements, therefore, is $2,260,626 or 92.5%. Once the actual performance of these 31 restaurants for 2006 is known, the number of Additional Entitlements will be adjusted in 2007 to reflect the actual royalty revenue received by the Fund in 2006. As of January 1, 2006, there are 226 restaurants in the Royalty Pool.
Including the 1,523,846 Additional Entitlements described above, BPI has the right to exchange its securities for 3,945,056 Fund Units, representing 28.9% of the Fund Units on a fully diluted basis. BPI has agreed to maintain at least a 20% ownership interest, direct or indirect, in the Fund until such time as there are 275 restaurants in the Royalty Pool. Please see below Table 1.
| Table 1 - Summary of
Boston Pizza Royalties Income Fund Units | |
| | Issued & Outstanding Units, & Additional Entitlements | Issued & Outstanding Units, Additional Entitlements, & Holdback of Additional Entitlements | |
Public Float as of December 31, 2005 | 9,684,841 | 9,684,841 | |
BPI Additional Entitlements - Outstanding as of December 31, 2005 | 2,421,210 | 2,421,210 | |
BPI Additional Entitlements - Holdback as of December 31, 2005 | N/A | 258,437 | (1) |
Number of Fully Diluted Units as of December 31, 2005 | 12,106,051 | 12,364,488 | |
| | | | |
Public Float as of December 31, 2005 & January 1, 2006 | 9,684,841 | 9,684,841 | |
BPI Additional Entitlements - Outstanding as of December 31, 2005 | 2,421,210 | 2,421,210 | |
BPI Additional Entitlements - Holdback as of December 31, 2005 | N/A | 258,437 | (1) |
BPI Additional Entitlements - Issued & Outstanding as of January 1, 2006 (31 Restaurants added to Royalty Pool) | 1,523,846 | 1,523,846 | (2) |
BPI Additional Entitlements - Holdback as of January 1, 2006 (31 Restaurants added to Royalty Pool) | N/A | 380,962 | (3) |
Number of Fully Diluted Units as of January 1, 2006 | 13,629,897 | 14,269,296 | |
| | | | |
BPI Total Ownership as of January 1, 2006 | 28.9% | 32.1% | |
BPI Ownership based on 31 Restaurants added to Royalty Pool only as of January 1, 2006 | 11.2% | 13.3% | |
| | | | |
(1) Holdback of Additional Entitlements from 18 restaurants added to Royalty Pool on January 1, 2005. Actual number of Additional Entitlements will be determined in early 2006, effective January 1, 2005, once audited results of 18 restaurants is known. | |
(2) Issued effective January 1, 2006 | | | |
(3) Holdback of Additional Entitlements from 31 restaurants added to Royalty Pool on January 1, 2006. Actual number of Additional Entitlements will be determined in early 2007, effective January 1, 2006, once audited results of 31 restaurants is known. | |
The trustees of the Fund have approved the contents of this news release.