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Enter Symbol
or Name
USA
CA



Diversified Royalty Corp
Symbol DIV
Shares Issued 68,530,173
Close 2015-04-01 C$ 2.65
Market Cap C$ 181,604,958
Recent Sedar Documents

Diversified appoints Rogers to board

2015-04-01 22:30 ET - News Release

Mr. Sean Morrison reports

DIVERSIFIED ROYALTY CORP. ADDS FIVE NEW RESTAURANTS TO THE FRANWORKS ROYALTY POOL AND APPOINTS A NEW DIRECTOR

Effective April 1, 2015, Franworks Franchise Corp. royalty pool has been adjusted to include the royalties from five new restaurants opened across Canada and to remove one restaurant in the United States that has been permanently closed. With the adjustment for these five openings and one closure, the royalty pool now includes 82 restaurants.

"We are pleased with the performance of the five new Franworks restaurants rolled into the royalty pool, including three in Western Canada and two in Ontario," said Sean Morrison, president and chief executive officer of Diversified Royalty Corp.

The estimated gross sales for the 2015 calendar year for the five new restaurants being added to the royalty pool are $13.5-million, and the gross sales for the permanently closed restaurant were $3.5-million. Consequently, the estimated annual gross sales for the net new restaurants added to the royalty pool are $10.0-million for the 2015 calendar year. Based on the 6-per-cent royalty payable by Franworks restaurants on gross sales, it is estimated that the net new restaurants will generate additional royalty revenue for the company of $600,000 per annum.

The initial consideration for the estimated net additional royalty revenue is $4,938,000, representing 80 per cent of the total estimated consideration of $6,173,000 payable to Franworks for such additional royalty revenue. The adjustment for net additional royalty revenue added to the royalty pool is designed to be accretive to Diversified shareholders, as the consideration paid to Franworks is calculated using a 7.5-per-cent discount of the estimated net royalty revenue added to the royalty pool. The consideration is paid in the form of Diversified shares on the basis of the 20-day volume-weighted average closing price of Diversified's shares for the period ending March 25, 2015. Based on a weighted-average closing price of $2.69 per share, the initial consideration payable for the net additional royalty revenue was paid to Franworks in the form of 1,835,728 Diversified shares.

The remaining consideration payable for net additional royalty revenue will be paid to Franworks on April 1, 2016, the next adjustment date, and will be adjusted to reflect the actual gross sales of the five new restaurants for the year ended Dec. 31, 2015, as determined through an audit.

As a result of the adjustment to the royalty pool, Franworks now owns 10,827,915 Diversified shares, representing 15.4 per cent of Diversified's issued and outstanding common shares, on a non-diluted basis. Diversified has received conditional approval from the Toronto Stock Exchange for the listing of the 1,835,728 Diversified shares issued to Franworks. The listing of these shares is subject to Diversified fulfilling all of the requirements of the TSX on or before May 14, 2015.

The royalty pool is adjusted annually on April 1 to include new Franworks restaurants that have been open for at least 365 days prior to the adjustment date, and to remove Franworks restaurants that have permanently closed during the previous calendar year. For further details with respect to the manner in which annual adjustments of the royalty pool occur and the agreements underlying the procedures therefor, see Diversified's annual information form dated March 25, 2015, a copy of which is available on SEDAR.

Paula Rogers, CA

Diversified is pleased to announce the appointment of Paula Rogers to its board of directors and as chair of the audit committee, effective March 20, 2015.

Ms. Rogers has over 20 years of experience working for Canadian-based international public companies and has a strong background in corporate governance, treasury, mergers and acquisitions, and financial reporting. Ms. Rogers is currently a corporate director and is chair of the audit committee of Timmins Gold Corp. and NeutriSci International Inc. She previously worked as the vice-president and treasurer of Goldcorp Inc., treasurer of Wheaton River Minerals Ltd., and treasurer of Silver Wheaton Corp. and was responsible for the financing and tax structuring of several significant transactions. Ms. Rogers is a graduate of the University of British Columbia with a bachelor of commerce degree and holds a chartered accountant designation.

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