|By Marketwire .||
|January 15, 2013 08:58 PM EST||
HALIFAX, NOVA SCOTIA -- (Marketwire) -- 01/16/13 -- Royal Host Inc. ("Royal Host" or the "Company"), (TSX:RYL) (TSX:RYL.DB.B) (TSX:RYL.DB.C) (TSX:RYL.DB.D) announced today that Royal Host has entered into a standby facility effective immediately (the "Facility") which provides a $2,000,000 commitment from Clarke Inc. ("Clarke"), the Company's 30% shareholder.
Pursuant to the terms and conditions of the Facility, Clarke has agreed that the Company may, a maximum of two times, draw any amount or amounts up to a total of $2,000,000 for general corporate purposes. The term of commitment is three months from today's date and the Facility expires at the end of this term if no funds have been drawn. Royal Host may terminate the Facility at any time during the commitment term without penalty or fee provided no funds have been drawn. Interest on the outstanding principal amount drawn shall accrue at a rate per annum equal to 10% from the drawdown date to July 14, 2013 and at a rate per annum equal to 10.25% from July 15, 2013 to January 14, 2014. The Company has the right to prepay, at any time, any portion of the principal amount drawn (plus all accrued interest thereon) under the Facility without penalty or fee. Any amount drawn under the Facility is repayable no later than January 14, 2014. The Company will pay Clarke a commitment fee on execution in the amount of $10,000, and it will pay a funding fee in the amount of 1.00% of the amount drawn (which is due on funding). The Facility is not convertible into securities of the Company.
Royal Host shall provide a negative pledge of its entire interest in a hotel property located in Moncton, New Brunswick as collateral on funding. Additional collateral shall be provided in the form of a negative pledge on Royal Host's hotel property located in Saint John, New Brunswick should amounts drawn exceed certain thresholds.
Additional terms of the Facility are substantially as set out in the Facility term sheet which will be filed on the SEDAR website at www.sedar.com.
The Facility constitutes a "related party transaction" under MI 61-101 as Clarke is a related party of Royal Host because Clarke owns more than 10% of the issued and outstanding common shares of the Company. Clarke also has representatives (Blair Cook and George Armoyan) on the Company's Board of Directors. Geosam, a private investment company, has publicly announced that, pursuant to the Securities Act (Ontario), it is presumed to be acting jointly or in concert with Clarke and family members of George Armoyan, President of Geosam, with whom he resides.
The Company determined that exemptions from the formal valuation and minority approval requirements available under MI 61-101 apply to the Facility, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Facility exceeds 25% of the Company's market capitalization as of the date of the provision of the Facility. Further, this transaction is not connected to any other transaction the Company has completed or may be contemplating with Clarke. The Directors of the Company approved the Facility by unanimous resolution following a
meeting where the matter was discussed. George Armoyan, President and CEO of Clarke, and Blair Cook, a Director of Clarke, both abstained from voting.
About Royal Host Inc.
Royal Host is a diversified hospitality company that delivers shareholder value through hotel ownership, investment and franchising. The Company's hotels, which contain approximately 2,957 rooms, are located in five Provinces and Territories across Canada. Twenty of the Company's hotels operate under internationally recognized brands such as Travelodge®, Super 8®, Holiday Inn®, Hilton®, Ramada® and Country Inns & Suites®. Three of the Company's hotels are independently branded. In addition to its real estate holdings, the Company owns and operates the Travelodge Canada franchise business which is currently comprised of over 90 hotels across nine Provinces and Territories.
Royal Host's common shares and convertible debentures are traded on the Toronto Stock Exchange under the trading symbols "RYL", "RYL.DB.D", "RYL.DB.B" and "RYL.DB.C" respectively.
This press release contains certain forward-looking statements relating, but not limited to, Royal Host's operations, anticipated financial performance, business prospects, and strategies. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", or similar words suggesting future outcomes. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by such forward-looking statements. Such factors include, but are not limited to, economic, competitive, and lodging industry conditions. Royal Host disclaims any responsibility to update any such forward-looking statements except as required by Law.
This press release contains registered trademarks that are the exclusive property of their respective owners. None of the owners of these trademarks has any responsibility or liability for any information contained in this press release.
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