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Published on 10/17/2011 in the Prospect News PIPE Daily.

Imvescor Restaurant plans C$25 million placement of debentures, stock

Proceeds used to repay 7.75% convertible debentures due Dec. 31, 2011

By Devika Patel

Knoxville, Tenn., April 11 - Imvescor Restaurant Group Inc. said it arranged a C$10 million private placement of senior unsecured debentures and a C$15 million placement of stock with Fairfax Financial Holdings Ltd.

The company will sell C$10 million of the 10% debentures, which mature in five years. The securities will be accompanied by 15,384,000 warrants, which are each exercisable at C$0.65 for five years. The strike price reflects a 30% premium to the Oct. 14 closing share price of C$0.50.

In the C$15 million shares sale, up to 26,757,523 common shares will be issued at a price equal to the lesser of the volume-weighted average trading price for the 20 trading day period prior to the offering's announcement and C$0.65 per share.

Settlement is expected Dec. 20.

Proceeds will be used to repay the company's 7.75% convertible extendible unsecured subordinated debentures due Dec. 31, 2011 and provide ongoing working capital.

Following settlement, Fairfax will own 26,757,523 company common shares, or about 73.9% of the outstanding stock. In addition, Fairfax will be entitled to designate at least 40% of the members and the chair of the company's board of directors.

The Moncton, N.B., company operates four Canadian restaurant brands.

Issuer:Imvescor Restaurant Group Inc.
Issue:Senior unsecured debentures, common stock
Amount:C$25 million
Investor:Fairfax Financial Holdings Ltd.
Pricing date:Oct. 17
Settlement date:Dec. 20
Stock symbol:Toronto: IRG
Stock price:C$0.50 at close Oct. 14
Market capitalization:C$5.67 million
Debentures
Amount:C$10 million
Maturity:Five years
Coupon:10%
Warrants:15,384,000
Warrant expiration:Five years
Warrant strike price:C$0.65
Stock
Amount:C$15 million
Shares:Up to 26,757,523 shares
Price:The lesser of the volume weighted average trading price for the 20 trading day period prior to the offering's announcement and C$0.65 per share
Warrants:No

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