Big Rock Announces Completion of Reorganization Into an Income Trust.Business Editors CALGARY, Alberta--(BUSINESS WIRE)--Jan. 10, 2003 Big Rock Brewery The Big Rock BreweryTSX: BR is located in Calgary, Alberta, Canada. The brewery was founded in 1985 by Ed McNally. After forming the Big Rock brewing company he hired Bernd "Peppy" Pieper, considered to be one of the best brewmasters in the world. Ltd. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BEER)(TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :BR) ("Big Rock" or the "Company") and Big Rock Brewery Income Trust (TSX:BR.UN) (the "Trust") are pleased to announce the completion effective January 10, 2003 of the plan of arrangement (the "Arrangement") whereby Big Rock Brewery Ltd. has been reorganized re·or·gan·ize v. re·or·gan·ized, re·or·gan·iz·ing, re·or·gan·iz·es v.tr. To organize again or anew. v.intr. To undergo or effect changes in organization. into Big Rock Brewery Income Trust. The Trust, indirectly through its operating entities, will continue to operate Big Rock's premium brewing business and all of the former securityholders of Big Rock hold all of the outstanding trust units of the Trust. The unitholders of the Trust are entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to receive cash distributions paid by the Trust and will be entitled to one vote for each trust unit held at unitholder meetings. Under the terms of the Arrangement, shareholders of Big Rock received one trust unit of the Trust for every common share held. As well, holders of options to purchase common shares were entitled to receive either: (i) the in-the-money value of their options payable in Trust Units; or (ii) replacement Trust Unit options in exchange for their Big Rock options on the same terms as their Big Rock options. Pursuant to the Arrangement, an aggregate of 5,536,724 trust units of the Trust and an aggregate of 299,600 trust unit options were issued. The reorganization of Big Rock into an income trust is the culmination of a process initiated by Big Rock's Board of Directors to explore alternatives for Big Rock to provide regular cash distributions to its shareholders while maintaining the ability to pursue growth opportunities. After reviewing projected revenues, profits and capital expenditure requirements for 2003, the Board of Big Rock has approved a distribution policy wherein the current intention of the Trust is to pay its unitholders an annual distribution of $0.72 per unit ($0.06 per month). The Board believes that that Big Rock will be able to sustain this payout schedule during 2003 while retaining sufficient funds for normal budgeted expenditures as well as a reasonable reserve. The initial distribution by the Trust will be paid on February 15, 2003 to unitholders of record on January 31, 2003 and will be $0.04 per unit reflecting the period from January 11, 2003 to January 31, 2003. The distribution policy for 2003 is also based on the current rates for both the federal excise tax Excise Tax 1. An indirect tax charged on the sale of a particular good. 2. A penalty tax applied to ineligible transactions in retirement accounts. This penalty is assessed by and paid to the IRS. Notes: 1. and the Alberta government markup (text) markup - In computerised document preparation, a method of adding information to the text indicating the logical components of a document, or instructions for layout of the text on the page or other information which can be interpreted by some automatic system. on beer sales. The Board of Directors of Big Rock has been advised that the Province of Alberta is currently reviewing its markup rates on beer sales and management expects that the provincial government will announce its decision in February 2003. An increase in the Alberta markup rate applicable to small breweries could have a negative impact on the amount available for distribution. The trust units of the Trust are expected to commence trading on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. under the symbol "BR.UN" on or about January 16, 2003. The trust units will not be listed for trading on the NASDAQ system. Certificates for common shares of the Company will represent trust units of the Trust issued pursuant to the Arrangement until deposited in exchange for certificates representing trust units of the Trust. The Trust is an unincorporated Adj. 1. unincorporated - not organized and maintained as a legal corporation unorganised, unorganized - not having or belonging to a structured whole; "unorganized territories lack a formal government" open-ended limited purpose trust established under the laws of the Province of Alberta. The Trust owns all of the securities of Big Rock which entitles the Trust to receive all cash flow available for distribution from the business of Big Rock, after debt service payments, maintenance capital expenditures and other cash requirements. Big Rock is a regional producer and marketer of premium quality beers, headquartered in Calgary, Alberta, Canada. Big Rock's products are available in draught, bottles and cans. Big Rock also produces or distributes Cider and Cooler products. Big Rock is committed to four business fundamentals business fundamentals The general background within which an economy operates including earnings, sales, wage rates, taxes, and inflation. Improving business fundamentals are generally viewed as bullish for stocks, although stock prices at any given point : -- consistently brewing distinctive, premium quality beers; -- profitable growth in business operations; -- constantly providing superior, personalized customer services; and -- creating and sustaining strong community relationships. Big Rock products are marketed in five provinces and three territories in Canada and in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . |
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