PDM Royalties Income Trust Announces Modifications to the Terms of its Proposed Amalgamation with Imvescor



    
    Amended Arrangement to be Submitted to Unitholders at the Annual and
    Special Meeting of Unitholders on September 4, 2009
    

    MONCTON, NB, Sept. 2 /CNW Telbec/ - PDM Royalties Income Fund ("PDM" or
the "Fund") (TSX: PDM.UN, PDM.DB) announces today modifications to the terms
of its proposed amalgamation with Imvescor Inc. ("Imvescor") to form a new,
publicly traded corporation to be named Imvescor Restaurant Group Inc. ("IRG")
(the "Amended Arrangement").

    Ownership and Dividend Entitlement

    Under the Amended Arrangement, the ownership of Imvescor's current
shareholders, General Financial Corporation Ltd. ("GFC") and Delighted Guests
Ltd. ("DGL"), will be reduced from 35% to 29% of IRG's share capital, thereby
allowing former public Unitholders of PDM (the "Unitholders") to collectively
own approximately 71% of IRG's share capital. GFC and DGL will also reduce
their dividend entitlement to 50% of that received by public investors for a
period of three years from the closing date of the Amended Arrangement.

    Board of Directors, Management Team and Stock Option Plan

    Pursuant to the Amended Arrangement, the proposed board of directors of
IRG will be reduced from nine members to seven members. Five of these members
will be drawn from those individuals named as proposed IRG directors in the
July 29, 2009 information circular for the annual and special meeting (the
"Circular"), including two members designated by Imvescor and three
independent members drawn from the current Imvescor and PDM boards. An
additional two independent directors will be identified by the proposed IRG
board in consultation with stakeholders. The names and biographical
information for the proposed board will be communicated to Unitholders prior
to the closing date of the Amended Arrangement. As previously stated, Mr.
Magruder, currently the Chief Executive Officer of Imvescor, will be Chief
Executive Officer of IRG and William Lane, Chief Financial Officer of
Imvescor, will be Chief Financial Officer of IRG. Imvescor's current
management team will move to IRG and continue to guide franchising and
distribution operations. As for IRG's proposed Stock Option Plan described in
the Circular, IRG shares available to officers, senior executives and other
employees will be limited to a maximum 20% allotment per year and will be
subject to a five year vesting period.
    RSM Richter has confirmed its opinion to the trustees of PDM (the
"Trustees") to the effect that the Amended Arrangement is fair, from a
financial point of view, to the Unitholders, other than Imvescor. Burgundy
Asset Management Ltd. and Montrusco Bolton Investments Inc., two of PDM's
largest Unitholders, have also confirmed their support of the Amended
Arrangement.
    "The Trustees and Imvescor have received significant feedback from
investors, and believe that these revised terms are responsive to the issues
that have been raised. The Trustees remain of the view that the proposed
transaction is in the best interests of Unitholders, and unanimously recommend
that Unitholders vote in favour of the Amended Arrangement, as the amended
terms are to their benefit," said Brian Flemming, Chairman of the board of
trustees of the Fund. "We believe that these terms provide further support for
the Amended Arrangement, in addition to the reasons previously communicated to
Unitholders."
    The Amended Arrangement will be submitted to Unitholders for approval at
the annual and special meeting of Unitholders (the "Meeting") on September 4,
2009.The new deadline for submitting proxies and voting information forms in
relation with the Amended Arrangement and other matters to be considered at
the Meeting will be Thursday, September 3, 2009 at 10:00 am ADT (Atlantic
Time).

    Voting Instructions

    Unitholders are encouraged to submit their form of proxy in favour of the
Amended Arrangement before the new deadline of September 3, 2009 at 10:00 am
ADT (Atlantic Time). Unitholders should vote using one of the quicker options
available as noted on the management form of proxy, preferably by telephone,
internet or fax, where applicable.
    For more information on how to vote your proxy or to request a free copy
of the Management Circular and related materials, please contact the Fund's
Solicitation Agent, Kingsdale Shareholder Services, at 1-800-775-4067.

    About PDM Royalties Income Fund

    The Fund is a limited purpose open-ended trust established under the laws
of Ontario. The Fund indirectly owns the trademarks and intellectual property
for the Pizza Delight(R), Mikes(R), Scores(R), and Baton Rouge(R) brands and
has licensed them to Imvescor in consideration for a royalty equal to 4% of
system sales for Pizza Delight(R) and Mikes(R) restaurants, and a royalty rate
of 6% for Scores(R) and Baton Rouge(R) restaurants.

    About Imvescor

    Imvescor is a privately owned corporation, headquartered in Moncton, New
Brunswick. Pizza Delight(R) operates primarily in Atlantic Canada, where it
dominates the family/mid-scale segment. Mikes(R) and Scores(R) restaurants
operate primarily in Quebec in the family and casual dining segments and the
take-out and delivery segments. Baton Rouge(R) operates in the Province of
Quebec and Ontario in the casual dining segment.

    Forward-Looking Statements

    Certain information regarding the Fund contained herein may constitute
forward-looking statements within the meaning of applicable securities laws.
Forward-looking statements may include estimates, plans, expectations,
opinions, forecasts, projections, guidance or other statements that are not
statements of fact. Although the Fund believes that the expectations reflected
in such forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to have been correct. The Fund cautions that
actual performance will be affected by a number of factors, many of which are
beyond the Fund's control, and that future events and results may vary
substantially from what the Fund currently foresees. Discussion of the various
factors that may affect future results is contained in the annual information
form of the Fund and the Circular, which are available at www.sedar.com. The
Fund assumes no obligation to update such forward-looking statements, except
as required by applicable securities laws. The Fund's forward-looking
statements are expressly qualified in their entirety by this cautionary
statement.
    %SEDAR: 00018600EF




For further information:

For further information: Mélanie Joly, Cohn & Wolfe Public Relations,
(514) 845-2257, ext 247; William R. Lane, CMA, Executive Vice-President and
Chief Financial Officer, Imvescor Inc., (506) 853-8412; Kingsdale Shareholder
Services, 1-800-775-4067; Visit our web sites: www.pdmfund.ca,
www.imvescor.ca, www.pizzadelight.ca, www.mikes.ca, www.scores.ca,
www.batonrougerestaurants.com

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PDM ROYALTIES INCOME FUND

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