Pizza Pizza Royalty Corp.
TSX : PZA

March 03, 2015 15:11 ET

Pizza Pizza Royalty Corp. and Pizza Pizza Limited Announce $42 Million Secondary Offering Bought Deal

TORONTO, ONTARIO--(Marketwired - March 3, 2015) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Pizza Pizza Royalty Corp. (the "Company") (TSX:PZA) announced today that Pizza Pizza Limited, the private operating company of the Pizza Pizza business, (the "Selling Shareholder"), has entered into an agreement with a syndicate of underwriters led by TD Securities Inc., pursuant to which the underwriters will purchase from the Selling Shareholder, on a bought deal basis, 2,800,000 common shares of the Company (the "Shares") at a price of $15.00 per Share (the "Issue Price") for gross proceeds of $42,000,000 (the "Offering"). The Selling Shareholder has also granted the underwriters an over-allotment option to purchase up to an additional 200,000 Shares at the Issue Price, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.

The Selling Shareholder currently holds Class B and Class D units of the Pizza Pizza Royalty Limited Partnership which are exchangeable for 8,924,133 common shares of the Company. This holding represents approximately 29% of the Company's fully diluted common shares. Prior to the closing of the Offering, the Selling Shareholder will exchange only that number of Class B partnership units needed to obtain the Shares to be sold pursuant to the Offering. The Company will not receive any proceeds from the Offering. All proceeds will be payable to the Selling Shareholder.

The offering is expected to close on or about March 23, 2015 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. Following the closing of the Offering, the Selling Shareholder will retain a beneficial ownership equivalent to 6,124,133 common shares, representing a 19.9% indirect interest in the Company (5,924,133 common shares and 19.3% ownership if the over-allotment option is exercised in full).

A preliminary short-form prospectus will be filed by no later than March 9, 2015 with the securities regulatory authorities in all provinces of Canada. No securities regulatory authority has either approved or disapproved of the contents of this news release.

This press release is not an offer of securities for sale in the United States. The Shares being offered have not been and will not be registered under the United States Securities Act of 1933 and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to an exemption from the registration requirements of that Act.

Forward Looking Statements

Certain statements in this report may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this report, such statements include such words as "may", "will", "expect", "believe", "plan", and other similar terminology. These statements reflect management's current expectations regarding future events and speak only as of the date of this report. These forward-looking statements involve a number of risks and uncertainties, including those described in the Company's Annual Information Form. The Company assumes no obligation to update these forward looking statements, except as required by applicable securities laws.

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