Notice of Change in Corporate Structure Thursday, January 3rd, 2013
Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
Names of the Parties to the Transaction
Pizza Pizza Royalty Income Fund (the “Fund”), Pizza Pizza Holdings Trust, Pizza Pizza Royalty Corp. (“PPRC”), Pizza Pizza GP Inc., Pizza Pizza Royalty Limited Partnership and Pizza Pizza Limited
Description of the Transaction
Effective December 31, 2012, the Fund was converted from an income trust structure into a corporate structure under PPRC (the “Conversion”) pursuant to a plan of arrangement under the Business Corporations Act (Ontario), with PPRC continuing the business of the Fund. A special meeting of unitholders of the Fund was held on May 30, 2012 to approve the Conversion and ancillary matters.
Under the Conversion, the trust units of the Fund (the “Units”) held by unitholders of the Fund were transferred to PPRC in consideration for common shares of PPRC (“PPRC Shares”) on the basis of one PPRC Share for each Unit so transferred. As a result, on December 31, 2012, immediately after the completion of the Conversion, there were 21,818,392 PPRC Shares issued and outstanding.
The PPRC Shares commenced trading on the Toronto Stock Exchange (the “TSX”) on January 2, 2013 under the symbol “PZA”; the Units were delisted from the TSX on January 2, 2013.
Effective Date of the Transaction
December 31, 2012
Names of Each Party, if any, that Ceased to be a Reporting Issuer Subsequent to the Transaction and of Each Continuing Entity
Pursuant to the Conversion, the Fund has been dissolved and therefore ceased to be a reporting issuer in each of the provinces of Canada as of December 31, 2012. PPRC became a reporting issuer in each of the provinces of Canada on December 31, 2012.
Date of the Reporting Issuer´s First Financial Year-End Subsequent to the Transaction
December 31, 2012
Periods, Including the Comparative Periods, if Any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer´s First Financial Year Subsequent to the Transaction
As the Fund has been dissolved and therefore ceased to be a reporting issuer, the September 30, 2012 interim unaudited condensed consolidated financial statements represented the last financial statements filed by the Fund. PPRC has the same financial year end (December 31) as the Fund and continues the business of the Fund. Therefore, PPRC will file its first audited consolidated financial statements as at and for the year ended December 31, 2012, including a comparison to the results of the Fund for the comparable period in respect of the year ended December 31, 2011.
Accordingly, for the 2013 financial year, PPRC will file (i) interim unaudited condensed consolidated financial statements of PPRC for the three, six and nine month periods ending March 31, 2013, June 30, 2013 and September 30, 2013, respectively, including a comparison to the results of the Fund for the comparable corresponding three, six and nine month periods ending March 31, 2012, June 30, 2012 and September 30, 2012, respectively, and (ii) audited consolidated financial statements of PPRC as at and for the year ended December 31, 2013.
Documents Filed under NI 51-102 that Describe the Transaction and Where those Documents can be Found in Electronic Format
The following documents describing the Conversion were filed on SEDAR and are available under the Fund´s or PPRC´s profile at www.sedar.com:
(a) press release dated March 28, 2012 announcing the Conversion and the annual and special meeting of unitholders of the Fund on May 30, 2012 and planned dividend policy;
(b) annual information form of the Fund dated March 28, 2012 for the year ended December 31, 2011;
(c) management information circular of the Fund dated April 26, 2012 prepared in connection with the annual and special meeting of unitholders of the Fund held on May 30, 2012;
(d) press release dated May 30, 2012 announcing the results of the special meeting of unitholders of the Fund held on May 30, 2012;
(e) press release dated December 18, 2012 announcing a cash distribution and that the Fund will convert to a corporate structure on December 31, 2012 in accordance with a final order issued by the Ontario Superior Court of Justice on June 4, 2012;
(f) material change report of the Fund dated December 28, 2012; and
(g) certificate of arrangement of PPRC dated December 31, 2012.
DATE: January 2, 2013