Exchange Bulletin
A & W Food Services of Canada Inc. (AW) To Trade On Toronto Stock Exchange
October 17, 2024
| Issuer: | A & W Food Services of Canada Inc. ("A&W NewCo") |
| Securities: | Common shares (the "A&W NewCo Shares") |
| Symbol: | AW |
| Number of securities issued and outstanding: | 23,997,781 |
| Number of securities reserved for issuance: | 2,399,778 |
| Listing category: | Industrial, Exempt |
| Trading currency: | CDN$ |
| Transaction: | A&W NewCo will be acquiring all the units (the "Units") of A&W Revenue Royalties Income Fund (the "Fund") (Symbol: AW.UN) for A&W NewCo Shares or cash, as the case may be, pursuant to the terms of a statutory plan of arrangement under the Canada Business Corporations Act (the "Transaction"). |
| Consideration and exchange ratio: | Further to TSX Bulletin 2024-0692 dated September 24, 2024, Unitholders were entitled to elect to receive, in exchange for each Unit held, subject to proration: (i) $37.00 in cash (the "Cash Consideration"); (ii) one A&W NewCo Share (the "Share Consideration"); or (iii) a combination of 32.54277% of the Cash Consideration (being $12.040825) and 67.45723% of the Share Consideration (being 0.6745723 of an A&W NewCo Share) (the "Combination Consideration"). The elections of Unitholders to receive Cash Consideration or Share Consideration were subject to proration in the event that Unitholders elected, in the aggregate, to receive more or less than $175.6 million in Cash Consideration, such that in all cases, a total of 4,746,582 Units will be purchased for cash at $37.00 per Unit. Based on valid elections made prior to the election deadline on October 4, 2024 (the "Election Deadline"), Unitholders who elected Cash Consideration and Combination Consideration will not be subject to proration and Unitholders who elected, or were deemed to elect, Share Consideration (which includes Unitholders who did not make a valid election prior to the Election Deadline) will receive Cash Consideration in respect of approximately 2.7% of their Units and Share Consideration for the balance as a result of proration. |
| Anticipated Effective Date of the Transaction: | The Effective Date of the Transaction will be October 17, 2024, subject to the terms and conditions of the Combination Agreement in respect of the Transaction, all of which have been or are expected to be satisfied by or on such date, and the filing of Articles of Arrangement in respect of the Transaction. |
| Listing date: | October 17, 2024 (at 5:01 p.m. (Toronto time)) |
| Anticipatory posted for trading date: | October 18, 2024 (at the opening), subject to confirmation of closing of the Transaction. TSX will issue a Trader Note as soon as practicable after the Transaction closes confirming the commencement of trading of the A&W NewCo Shares on TSX. |
| Other markets: | None |
| Designated market maker: | Citadel Securities Canada ULC |
| Investor relations: | Kelly Blankstein Chief Financial Officer 604-988-2141 investorrelations@aw.ca |
| Incorporation: | Canada Business Corporations Act |
| Fiscal year end: | The fiscal financial year of A&W NewCo shall be the 52- or 53-week period ending the Sunday closest to December 31. |
| Nature of business: | A&W NewCo is the franchisor of A&W restaurants in Canada, and derives its revenues from service fees, sales of good and supplies, initial franchise fees, equipment sales, technology, turnkey and other fees. A&W NewCo also generates revenues from the A&W restaurants which it owns and operates and from the sale of A&W Root Beer® concentrate to Coca-Cola Refreshments Canada Co. for the production and distribution of A&W Root Beer in cans and bottles sold in Canadian retail stores. |
| Transfer agent and registrar: | Computershare Investor Services Inc., at its principal office in Vancouver |
| Dividends: | A&W NewCo is expected to initially pay a quarterly dividend at the same annualized rate as current distributions of the Fund (equal to $1.92 per Unit per year). The amount of future dividends and the declaration and payment thereof will be at the discretion of the board of directors of A&W NewCo. |
| Sponsorship: | Not applicable |
| Disclosure documents: | The Fund's management information circular dated August 29, 2024 (the "Circular") and the Fund's press releases of October 8 and 11, 2024, which are available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the Circular. |
| Additional information: | Please refer to TSX bulletin 2024-0692 dated September 24, 2024. See elsewhere in today's TSX bulletins for details regarding the delisting of the Units of the Fund as a result of the Transaction. |
| TSX contact: | Anne Child, Managing Director, TSX Listings |