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VANCOUVER, British Columbia, Aug. 13, 2025 (GLOBE NEWSWIRE) -- The Keg Royalties Income Fund (the "Fund") (TSX: KEG.UN) and 1543965 B.C. Ltd. (the "Purchaser"), a subsidiary of Fairfax Financial Holdings Limited (collectively with its affiliates, "Fairfax") are pleased to announce the successful closing of the previously announced plan of arrangement (the "Transaction") pursuant to which the Purchaser acquired all of the issued and outstanding units of the Fund (the "Units") not otherwise owned directly or indirectly by Fairfax.
In connection with the completion of the Transaction, 1543966 B.C. Ltd. is now the sole trustee of the Fund (the "Trustee") and the Units were delisted from the Toronto Stock Exchange ("TSX") as of the close of trading on August 12, 2025.
Former holders of Units who were registered unitholders of the Fund are reminded that, in order to receive the cash consideration of $18.60 per Unit formerly held and the Accrued Distribution (as defined in the arrangement agreement dated June 16, 2025 among the Fund, the Purchaser and Fairfax Financial Holdings Limited), they must sign and return the letter of transmittal with accompanying certificate(s) or direct registration statement(s) representing their formerly held Units, together with any other required documents, to Computershare Investor Services Inc., the depositary for the Transaction. Former holders of Units who held their Units through an intermediary such as a broker or investment dealer may not receive a letter of transmittal and should contact their intermediary for instructions and assistance and carefully follow any instructions provided to them by such intermediary. Please see the Fund's management information circular dated July 3, 2025 for more information.
The Fund expects that approximately 68.02% of its 2025 distributions (including the Accrued Distribution), represent amounts in excess of its income subject to SIFT tax under the Income Tax Act (Canada) for the taxation year of the Fund ending on completion of the Transaction. Consequently, such amounts are expected to represent a return of capital that will reduce the adjusted cost base of a unitholder's Units and the remaining 31.98%, approximately, of the 2025 distributions (including the Accrued Distribution) should qualify as "eligible dividends" within the meaning of the Income Tax Act (Canada). The Fund will provide further details on its website regarding the tax treatment of its 2025 distributions (including the Accrued Distribution). Former holders of Units should consult their own tax advisors in respect of the tax treatment of the 2025 distributions (including the Accrued Distribution) of the Fund.
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 Trustee's 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, including statements with respect to the delivery of the cash consideration and the Accrued Distribution and the expected tax treatment relating to its 2025 distributions (including the Accrued Distribution), are not historical facts but instead represent the Trustee's expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this news release is necessarily based on a number of opinions and assumptions that the Trustee 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 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 Trustee has 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 it or that it presently believes 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.
