Boston Pizza Royalties Income Fund Announces Intention to Complete Normal Course Issuer Bid and Additional Credit Facility
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 22, 2008) - Boston Pizza Royalties Income Fund (the "Fund") (TSX:BPF.UN) announced today that it has received Toronto Stock Exchange ("TSX") approval of a Notice of Intention to Make a Normal Course Issuer Bid through the facilities of the TSX from October 1, 2008 to no later than September 30, 2009. The Normal Course Issuer Bid will permit the Fund to repurchase for cancellation up to 1,336,154 units, being approximately 8.5% of the Fund's issued and outstanding units (as at September 19, 2008) and approximately 10.0% of its public float, currently comprised of 13,361,545 units. The Fund has 15,696,168 units issued and outstanding as at September 19, 2008. The average daily trading volume of the Fund's units for the period between March 19, 2008 and September 18, 2008 was 33,472 units. In accordance with the rules of the TSX, the maximum number of units that can be purchased on a daily basis by the Fund is 8,368 units, subject to the block purchase exception.
To fund purchases under the Normal Course Issuer Bid, a subsidiary of the Fund, Boston Pizza Royalties Limited Partnership (the "Partnership"), has entered into an agreement with a Canadian Chartered Bank (the "Lender") whereby the Lender will provide to the Partnership a credit facility in the amount of up to $20 million available in loans at variable and fixed interest rates, as selected by the Partnership (the "Credit Facilities"). The Credit Facilities have a four year term. The Credit Facilities may be used to cover requirements for the Normal Course Issuer Bid. The Partnership's obligations under the Credit Facilities will be secured by a first charge over the assets of the Partnership. The Credit Facilities are guaranteed by the Fund and its other subsidiaries, some of whom have also granted security for their obligations under those guarantees. The key covenants under the Credit Facilities are the same as under the Partnership's current operating and term loans.
The board of trustees of the Fund believes that current market conditions provide opportunities for the Fund to acquire units at attractive prices and that the purchases are an appropriate use of funds and will enhance unitholder value.
The Fund has not purchased any of its units in the past 12 months. The bid will commence on October 1, 2008 and run until the earlier of the date on which purchases under the bid have been completed and September 30, 2009.
The Fund has established an automatic securities purchase plan with its broker, BMO Nesbitt Burns Inc., to allow for the repurchase of Fund units under the Normal Course Issuer Bid at any time, including when it ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. The plan will terminate on the earliest of: (a) the date on which the purchase limits specified in the plan have been attained, (b) the date on which the Normal Course Issuer Bid terminates, (c) the Fund terminates the plan in accordance with the terms of the plan, in which case the Fund will issue a press release announcing such termination, and (d) September 30, 2009. All purchases will be made on the open market through the facilities of the TSX in accordance with the requirements of the TSX.
To facilitate the Normal Course Issuer Bid, the subsidiary structure of the Fund has undergone an internal reorganization, which has resulted in a new limited partnership being inserted between Boston Pizza Holdings Trust and the Partnership. This change will have no effect on distributions to unitholders or on the governance structure of the Fund.
The Fund is a limited purpose, open-ended trust established under the laws of British Columbia to acquire indirectly certain trade marks and trade names used by Boston Pizza International Inc. ("BPI") in its Boston Pizza restaurants in Canada. The trade marks are licensed to BPI for 99 years for which BPI pays the Fund 4% of franchise revenues of its 299 Boston Pizza restaurants in the royalty pool as at September 22, 2008.
The trustees of the Fund approved the contents of this news release.