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Strategies & Market Trends : Dino's Bar & Grill -- Ignore unavailable to you. Want to Upgrade?

To: Goose94 who wrote (9347)	9/26/2014 9:25:42 AM
From: Goose94	Read Replies (2) \| Respond to of 203060

Benev Capital Sept 26, '14 name and symbol change to Diversified Royalty (DIV.H-V) at the special meeting held on Sept. 18, 2014. BCI intends to effect the name change and associated change of its stock symbol from BEV.H to DIV.H as soon as possible. Closing of the transaction and the concurrent private placement, and the listing of BCI's common shares on the TSX, remain subject to receipt of final approval from the exchange and the TSX, respectively. The name change also remains subject to final approval of the exchange. Benev Capital Inc. has completed its previously announced proposed transaction with Franworks Franchise Corp. to acquire an approximate $12-million annual top-line royalty from Franworks for a purchase price of approximately $103.0-million. BCI completed the transaction after receiving: Conditional approval of the TSX Venture Exchange for the transaction on Aug. 28, 2014; Conditional approval of the Toronto Stock Exchange for the listing of BCI's common shares on the TSX on Sept. 4, 2014; Approval of BCI shareholders for the transaction at a special meeting held on Sept. 18, 2014. Sean Morrison, president and chief executive officer of BCI, stated: "The royalty acquisition from Franworks is a platform transaction for BCI and the first step in our strategy to purchase top-line royalty streams from a number of growing multilocation businesses and franchisors. Franworks is a fast-growing chain with strong unit-level economics and a superb management team -- key success factors for a top-line royalty acquisition. With the successful completion of the Franworks royalty purchase, BCI intends to focus its efforts on acquiring additional royalties from growing multilocation businesses and franchisors." Lawrence Haber, executive chair of BCI, stated, "We believe the strong positive response from our shareholders and the investment community to our multiroyalty business strategy and the Franworks royalty purchase positions BCI well for future success." Derek Doke, president of Franworks, stated: "The transaction with BCI enables Franworks to accelerate its expansion of Original Joe's and State & Main and provides $8-million to renovate nine of its Elephant & Castle restaurants. As a large shareholder of BCI, Franworks is excited to be the first top-line royalty to be purchased by BCI as part of its business strategy. I have witnessed the success of other stand-alone top-line royalty companies and believe the multiroyalty component of BCI's strategy enhances a proven business model and will create long-lasting value for all shareholders." The payment of the purchase price was financed by BCI as follows: As to approximately $64.6-million, from BCI's cash on hand; As to approximately $8.7-million, from the proceeds of the concurrent private placement of 5,240,964 common shares of BCI to Maxam Opportunities Fund II LP at a price of $1.66 per share; As to approximately $15-million, from the proceeds of a senior credit facility with an institutional lender; As to approximately $14.9-million, through the issuance of 8,992,187 common shares of BCI to a direct wholly owned subsidiary of Franworks at a value of $1.66 per share. The private placement shares and the retained interest shares are subject to a statutory hold period expiring on the date that is four months and one day from the date of issuance. In addition, the private placement shares and the retained interest shares have been placed into escrow in accordance with the requirements of the Toronto Stock Exchange and will be released according to the following schedule: One-quarter on the date BCI's common shares are listed on the TSX; One-quarter six months after the listing date; One-quarter 12 months after the listing date; One-quarter 18 months after the listing date. For full particulars of the transaction, reference should be made to BCI's management information circular dated Aug. 18, 2014, a copy of which is available under BCI's profile at SEDAR. Appointment of new directors Concurrent with the closing of the transaction, Mr. Derek Doke and Mr. Murray Coleman have been appointed to the board of directors of the corporation as nominees of Franworks. Lawrence Haber, executive chair of BCI, stated, "I am pleased to welcome Messrs. Doke and Coleman to BCI, and we look forward to their participation on our board." Mr. Doke has worked as an executive in the restaurant and hospitality sector for 23 years. From 1995 to 1999, Mr. Doke was president of Ruckers Amusement Centre, a 22-unit chain of family amusement centres. Mr. Doke founded Franworks in 2000 as a restaurant consulting firm, but in 2002 it shifted its focus to owning and operating two emerging restaurant concepts, Opa! Souvlaki and Original Joe's. After growing Opa! Souvlaki from two to 50 units, Franworks sold its 50-per-cent interest in the chain in 2006. As president and chief executive officer of Franworks, Mr. Doke has overseen the growth of Original Joe's from two locations to 63 locations and oversaw the launch of State & Main and the acquisition of Elephant & Castle in 2012. Mr. Coleman is a senior partner with Bennett Jones LLP, a full-service law firm based out of Calgary, Alta., and acts as co-head of the firm's corporate commercial practice group and head of the firm's franchise practice group. Mr. Coleman has extensive experience advising on matters relating to franchise structures, compliance with franchise legislation, negotiation and preparation of franchise agreements, and franchise litigation and disputes.