The Keg Royalties Income Fund Announces Receipt of Interim Order and Filing of Special Meeting Materials in Respect of Proposed Transaction with Fairfax
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VANCOUVER, British Columbia, July 07, 2025 (GLOBE NEWSWIRE) -- The Keg Royalties Income Fund (the “Fund”) (TSX: KEG.UN) today announced that, further to the arrangement agreement entered into among the Fund, 1543965 B.C. Ltd. (the “Purchaser”), a subsidiary of Fairfax Financial Holdings Limited (“FFHL” and together with the Purchaser and its affiliates, “Fairfax”), and FFHL and the transactions contemplated thereunder (collectively, the “Transaction”) as previously announced on June 17, 2025, on July 3, 2025, the Supreme Court of British Columbia granted an interim order authorizing various matters in connection with the Transaction, including the holding of the upcoming special meeting (the "Meeting") of the holders (“Unitholders”) of units of the Fund (“Units”) and holders (“Exchangeable Securityholders”) of securities exchangeable for Units and the mailing of the management information circular (the "Circular") in respect thereof. As such, the Fund has now filed on SEDAR+, and is in the process of mailing, the Circular and related materials in respect of the Meeting.
The Meeting will be held at the offices of Lawson Lundell LLP, 925 West Georgia St., Suite 1600, Vancouver, BC, V6C 3L2 on August 1, 2025 at 10:00 a.m. (Vancouver Time). Registered Unitholders and registered Exchangeable Securityholders as of the record date, June 27, 2025, are entitled to receive notice of and vote at the Meeting. In order for the Transaction to become effective, the Arrangement Resolution (as defined in the Circular) must be approved by (a) more than two thirds (66 2/3%) of the votes cast by Unitholders (including for this purpose Exchangeable Securityholders) 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 are required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Board of Trustees Unanimously Recommends Unitholders Vote FOR the Arrangement Resolution.
The Circular provides Unitholders with important information and Unitholders are urged to read the Circular and related materials carefully and in their entirety, and, if assistance is required, Unitholders are urged to consult their financial, legal, tax or other professional advisors. The Circular and related materials are available on the SEDAR+ profile of the Fund at www.sedarplus.ca.
Advisors
Capital West Partners and Lawson Lundell LLP are acting as financial advisor and legal advisor, respectively, to the trustees of the Fund (“Trustees”) in respect of the Transaction. Torys LLP is acting as legal advisor to Fairfax in respect of 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’ 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 Meeting, 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 regulatory, court, stock exchange and Unitholder approvals for, or satisfy other conditions to effect, the Transaction; the risk that the Transaction may involve unexpected costs, liabilities or delays; the risk of a change in general economic conditions; the risk that, prior to the completion of the Transaction, the business of KRL (as defined below) may experience significant disruptions; the risk that any legal proceedings may be instituted against the Fund or determined adversely to the interests of the Fund; and other risk factors contained in filings made by the Fund with the Canadian securities regulators, including the Circular, 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.
For further information, contact: Investor Relations Tel: (604) 276-0242 investorrelations@kegrestaurants.com https://www.thekeg.com/en/keg-income-fund
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