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Published on 12/29/2011 in the Prospect News PIPE Daily.

Imvescor Restaurant wraps C$13.19 million debentures, stock placement

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

By Devika Patel

Knoxville, Tenn., Dec. 29 - Imvescor Restaurant Group Inc. said it settled a C$10 million private placement of senior unsecured debentures and a C$3.19 million placement of stock with Fairfax Financial Holdings Ltd.

The offerings priced for C$10 million of debentures and C$15 million of stock Oct. 17. Instead of raising the full C$25 million in the placement, Imvescor raised C$13.19 million in the financings and an additional C$11.81 million through a rights offering.

The company sold C$10 million of the 10% debentures, which mature in five years. The securities were 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 with Fairfax, Imvescor sold 5,699,309 common shares at C$0.56 per share, which is a 12% premium to the Oct. 14 closing price.

When the offer priced, the company had planned to sell up to 26,757,523 common shares 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.

In the rights offering, Imvescor offered rights for up to 34,090,910 common shares at C$0.44 per share and sold 26,837,243 shares. The price per share is a 12% discount to the Oct. 17 closing price.

Proceeds from the placements and the rights offering were used to repay the company's 7.75% convertible extendible unsecured subordinated debentures, which were slated to mature on Dec. 31, and as ongoing working capital.

Following settlement, Fairfax owns 5,699,309 company common shares and 16,334,000 warrants, for control over 22,033,309 shares, or about 37.8% of the outstanding stock.

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

Issuer:Imvescor Restaurant Group Inc.
Issue:Senior unsecured debentures, common stock
Amount:C$13,191,613
Investor:Fairfax Financial Holdings Ltd.
Pricing date:Oct. 17
Settlement date:Dec. 29
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$3,191,613
Shares:5,699,309
Price:C$0.56
Warrants:No

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