The Keg Royalties Income Fund Obtains Unitholder Approval for the Transaction with Fairfax

Hamilton Spectator

6 days ago

Not for distribution to U.S. News wire services or dissemination in the U.S.
VANCOUVER, British Columbia, Aug. 01, 2025 (GLOBE NEWSWIRE) — The Keg Royalties Income Fund (the 'Fund') (TSX: KEG.UN) is pleased to announce that, at its special meeting ('Meeting') of the unitholders ('Unitholders') and holders of securities exchangeable into units (the 'Exchangeable Unitholders') of the Fund (the 'Units') held earlier today, Unitholders and Exchangeable Unitholders voted overwhelmingly in favour of the proposed acquisition by 1543965 B.C. Ltd. (the 'Purchaser'), a subsidiary of Fairfax Financial Holdings Limited (the 'Parent') of all of the issued and outstanding units of the Fund not otherwise owned by it and its affiliates (collectively, 'Fairfax') for a price of $18.60 per Unit (the 'Consideration'), payable in cash by way of a statutory plan of arrangement under the
Business Corporations Act
(British Columbia) in accordance with the arrangement agreement dated June 16, 2025 among the Fund, the Purchaser and the Parent (the 'Arrangement Agreement', and such acquisition and the other transactions contemplated in the Arrangement Agreement, the 'Transaction'). The Arrangement Agreement provides that in addition to the Consideration, Unitholders will be entitled to receive a prorated monthly distribution for the month in which the closing occurs, as well as a special cash distribution based on the Fund's historical practice of paying annual special distributions, with such special cash distribution being set at $0.055 per Unit for the 2025 fiscal year, prorated for the portion of the fiscal year completed as of the closing of the Transaction.
The Transaction required the approval of (a) more than two thirds of the votes cast by Unitholders (including for this purpose Exchangeable Unitholders) present in person or represented by proxy at the Meeting, and (b) a simple majority of the votes cast by Unitholders present in person or represented by proxy at the Meeting, excluding the votes of Fairfax and any other Unitholders whose votes were required to be excluded for the purposes of 'minority approval' under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
('MI 61-101'). Of the votes cast at the Meeting with respect to the Transaction, 99.42% were voted in favour of the Transaction. In addition, of the votes cast at the Meeting with respect to the Transaction, excluding those votes required to be excluded pursuant to MI 61-101, 98.79% were voted in favour of the Transaction.
A report of voting results for the Meeting will be available on the SEDAR+ profile of the Fund at
www.sedarplus.ca
.
The Transaction is structured as a statutory plan of arrangement under the
Business Corporations Act
(British Columbia)
.
The Fund and Fairfax intend to seek a final order from the Supreme Court of British Columbia to approve the plan of arrangement on August 7, 2025 (the 'Final Order'). Completion of the Transaction remains subject to the satisfaction or waiver of certain customary closing conditions, including the receipt of the Final Order. Subject to the satisfaction or waiver of all conditions to the Transaction, the Transaction is expected to be completed on or about August 13, 2025. It is expected that the Units will be delisted from the Toronto Stock Exchange in connection with the Transaction.
Forward Looking Information
This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking information') within the meaning of applicable securities laws. This information includes, but is not limited to, statements concerning the Fund's objectives, its strategies to achieve those objectives, as well as statements made with respect to the trustees of the Fund's (the 'Trustees') beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as 'expects', 'estimates', 'intends', 'anticipates', 'believes', or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'would', 'might', 'will', 'will be taken', 'occur' or 'be achieved'. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the Trustees' expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this news release, which includes, among other things, statements relating to the closing of the Transaction, the timing thereof and the conditions thereto, including the seeking of the Final Order and the expected delisting of the Units, is necessarily based on a number of opinions and assumptions that the Trustees considered appropriate and reasonable as of the date such statements are made in light of their experience, current conditions and expected future developments.
Risks and uncertainties related to the Transaction include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions currently contemplated; failure of the Fund and Fairfax to obtain the required court approval for, or satisfy other conditions to effect, the Transaction; and other risk factors contained in filings made by the Fund with the Canadian securities regulators, including the Fund's annual information form dated March 25, 2025 and financial statements and related management discussion and analysis for the financial year ended December 31, 2024 filed with the securities regulatory authorities in certain jurisdictions of Canada and available at
www.sedarplus.ca
.
Although the Trustees have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to them or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Fund's expectations as of the date of this news release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Fund disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.
About The Keg Royalties Income Fund
The Fund is a limited purpose, open-ended trust established under the laws of the Province of Ontario that, through The Keg Rights Limited Partnership, a subsidiary of the Fund, owns certain trademarks and other related intellectual property used by Keg Restaurants Ltd. ('KRL'). Vancouver-based KRL is the leading operator and franchisor of steakhouse restaurants in Canada and has a substantial presence in select regional markets in the United States. KRL has been named the number one restaurant company to work for in Canada in the latest edition of Forbes 'Canada's Best Employers 2025' survey.
About Fairfax Financial Holdings Limited
Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
https://www.thekeg.com/en/keg-income-fund