An anonymous trustee reports
THE KEG ROYALTIES INCOME FUND OBTAINS UNITHOLDER APPROVAL FOR THE TRANSACTION WITH FAIRFAX
At The Keg Royalties Income Fund's special meeting of the unitholders and holders of securities exchangeable into units of the fund 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 Ltd. (the parent), of all of the issued and outstanding units of the fund not otherwise owned by it and its affiliates for a price of $18.60 per unit, 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 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 5.5 cents 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. Of the votes cast at the meeting with respect to the transaction, 99.42 per cent 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 per cent 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.
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 Aug. 7, 2025. 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 Aug. 13, 2025. It is expected that the units will be delisted from the Toronto Stock Exchange in connection with the transaction.
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 LP, 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 No. 1 restaurant company to work for in Canada in the latest edition of Forbes Canada's Best Employers 2025 survey.
About Fairfax Financial Holdings Ltd.
Fairfax Financial is a holding company that, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance, and the associated investment management.
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