For Immediate Release Toronto Stock Exchange: BPF.UN
BOSTON PIZZA INTERNATIONAL INC. ANNOUNCES SALE OF FUND UNITS
VANCOUVER, BC, September 28, 2017 - Boston Pizza Royalties Income Fund (the “Fund”) and Boston Pizza International Inc. (“BPI”) previously announced on September 19, 2017, plans for the orderly succession of ownership at BPI, Canada’s largest franchisor of casual dining restaurants. Walter James Treliving and George C. Melville agreed to undertake an internal reorganization of their jointly-owned assets (the “Reorganization”) such that Mr. Treliving will acquire 100% economic interest in BPI and Mr. Melville will become the single largest individual owner of trust units of the Fund (“Units”).
The Reorganization involves a series of transactions and steps that are occurring over a period of days that began on September 24, 2017 and is expected to complete on September 30, 2017.
A completed step in the Reorganization is the issuance of 1,600,000 Units to BPI as consideration for the exchange of exchangeable units held by BPI. As part of the Reorganization, Mr. Melville indirectly acquired these newly issued 1,600,000 Units on September 28, 2017, which represent approximately 6.6% of the outstanding Units on a fully diluted basis. The value of the consideration received by BPI for the 1,600,000 Units sold to Mr. Melville was C$33.0 million or C$20.64 per Unit.
Prior to the Reorganization, BPI had the right to acquire 4,087,719 Units, representing 16.8% of the outstanding Units on a fully diluted basis, and BPI was equally owned and controlled by Mr. Treliving and Mr. Melville.
BPI transferred its remaining Class B general partner units of Boston Pizza Royalties Limited Partnership and Class 2 general partnership units of Boston Pizza Canada Limited Partnership to a new general partnership (the “BP Partnership”) wholly-owned (directly and indirectly) by BPI as part of the Reorganization. BPI now has the indirect right (through the BP Partnership) to acquire 2,487,719 Units, representing 10.2% of the outstanding Units on a fully diluted basis. Outside of Mr. Treliving’s interest in BPI, Mr. Treliving, either alone or with joint actors, will continue to hold beneficial ownership and control over 7,000 Units, representing an additional 0.03% of the outstanding Units on a fully diluted basis.
Under the structure of the Fund, BPI’s indirect entitlement to receive Units is increased periodically to reflect the addition of new Boston Pizza restaurants to the Fund’s royalty pool. Depending on market conditions and internal considerations, BPI or the BP Partnership may acquire or dispose additional securities of the Fund in the future.
Following the Reorganization, Mr. Treliving will be the sole owner of BPI. Mr. Melville will resign as a director and officer of BPI and will no longer be a joint actor of BPI.
Boston Pizza franchisees will be unaffected by the Reorganization, and the economic terms of the relationship between the Fund and BPI will not change.
ABOUT US
The Fund is a limited purpose open ended trust with an excellent track record for investors since its IPO in 2002. Including the July 2017 distribution which was paid on August 31, 2017, the Fund has delivered 18 distribution increases and 181 consecutive monthly distributions to unitholders totalling $264.2 million or $18.69 per unit since 2002. The Fund earns revenue based on the franchise system sales of the 383 Boston Pizza restaurants included in the Fund’s royalty pool.
BPI is Canada’s number one casual dining brand with annual gross sales in excess of $1.0 billion serving more than 45 million guests through over 380 mainly franchisee operated restaurants. The Boston Pizza brand has successfully existed for over 50 years since opening its first restaurant in Edmonton, Alberta in 1964. BPI has been recognized as a Platinum Member of Canada’s 50 Best Managed Companies and has been a Franchisees’ Choice Designation winner for six consecutive years.
Certain information in this press release constitutes “forward-looking information” that involves known and unknown risks, uncertainties, future expectations and other factors which may cause the actual results, performance or achievements of the Fund, Boston Pizza Holdings Trust, BPRLP, Boston Pizza Holdings Limited Partnership, Boston Pizza Holdings GP Inc., Boston Pizza GP Inc., BPI, BPCLP, the BP Partnership, Boston Pizza restaurants, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Fund or management of BPI expects or anticipates will or may occur in the future, including such things as, whether Mr. Melville and Mr. Treliving will finalize the terms of the Reorganization, the orderly succession of the ownership of BPI, the date the Reorganization is expected to close, that the Reorganization will close at all, Mr. Melville continuing as a direct unitholder of the Fund, the Exchange occurring, the anticipated security holdings of BPI and Mr. Treliving following the Reorganization and Mr. Melville ceasing to be involved in the management of BPI are forward-looking information. When used in this press release, forward-looking information may include words such as “is expected”, “will”, “continue” or “to be” and other similar terminology. The material factors and assumptions used to develop the forward-looking information contained in this press release include the following: the Reorganization occurring as currently contemplated by the Fund and BPI management, future results being similar to historical results, and expectations related to future general economic conditions. Risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by the forward-looking information contained herein, relate to (among others) competition, demographic trends, consumer preferences and discretionary spending patterns, business and economic conditions, legislation and regulation, distributable cash and reliance on operating revenues, accounting policies and practices, the results of operations and financial condition of BPI and the Fund, as well as those factors discussed under the heading “Risks and Uncertainties” in the most recent Annual Information Form of the Fund. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this press release. Except as required by law, the Fund and BPI assume no obligation to update previously disclosed forward-looking information. For a complete list of the risks associated with forward-looking information and our business, please refer to the “Risks and Uncertainties” and “Note Regarding Forward-Looking Information” sections included in the Fund’s Management’s Discussion and Analysis for the Period available at www.sedar.com and www.bpincomefund.com.
The Trustees of the Fund have approved the contents of this news release. To obtain a copy of the early warning report filed in respect of the Exchange and the Unit Transfer, and for further information, please contact:
Wes Bews
Chief Financial Officer
Boston Pizza Royalties Income Fund / Boston Pizza International Inc.
100 – 10760 Shellbridge Way, Richmond, B.C., V6X 3H1
Tel: 604-270-1108
E-mail: investorrelations@bostonpizza.com
www.bpincomefund.com