Janes Acquisition Corp. Announces Offer to Purchase Units of SIR Royalty Income Fund

• Offer is for $4.25 per trust unit of the Fund payable in cash for up to 825,000 trust units
  
  
• Offer provides a significant premium and immediate alternative to the Insider Buyout Proposal announced on January 6, 2021
  
  
• Janes Acquisition Corp. and its affiliates will oppose Insider Buyout Proposal

TORONTO, Jan. 27, 2021 /CNW/ - Janes Acquisition Corp. (the "Offeror") is pleased to announce an offer (the "Offer") to purchase up to 825,000 trust units ("Units") of SIR Royalty Income Fund (TSX: SRV.UN) (the "Fund") at a price of $4.25 per Unit (the "Purchase Price"), payable in cash.

THE PREMIUM OFFER

The Purchase Price is equal to an approximate 19.7% premium to the $3.55 per Unit price put forward by SIR Corp. ("SIR") in its buyout proposal announced on January 6, 2021 (the "Insider Buyout Proposal"), and an approximate 67.1% premium to the three-month volume-weighted average trading price of the Units on the Toronto Stock Exchange prior to the announcement of the Insider Buyout Proposal.

The Offeror is controlled by Mr. Lembit Janes, the former Chairman and CEO of Janes Family Foods.  The Offeror and its affiliates and associates beneficially own or exercise control or direction over 808,100 Units, representing approximately 9.65% of the outstanding Units. Mr. Janes has been a holder of Units since September 2010.

The Offer is for up to 825,000 of the Units of the Fund. The Offer is open for acceptance until 5:00 p.m. (Toronto time) on Thursday, February 11, 2021 (the "Expiry Time"), unless the Offer is extended, varied or withdrawn.

The Offeror has posted at www.sedar.com, under the Fund's profile, a letter to holders of Units ("Unitholders") setting out more information pertaining to the Offer (the "Letter"). The Letter has also been publicly disclosed by way of a separate press release. Please also see "Details of The Offer" below.

REASONS FOR THE OFFER

The Offeror has made the Offer for investment purposes. The Offeror believes that the Insider Buyout Proposal made by SIR is not reflective of the fair value of the Fund's Units.

• The Offeror believes that the Insider Buyout Proposal greatly undervalues the Fund, particularly since the trading price of the Units has been artificially reduced due to the Fund failing to make distributions after March 2020.
  
  
• The Offeror acknowledges that the Fund's Independent Trustees have asked SIR for clarification of certain terms of the Insider Buyout Proposal and have asked their independent financial and legal advisors to consider various alternatives to the Insider Buyout Proposal that may be available to the Fund. The Offeror believes that the Independent Trustees should oppose the Insider Buyout Proposal, and focus on what is in the best interests of the Unitholders.
  
  
• As a result of the Offer, Unitholders will receive immediate liquidity at a premium to the current trading price of the Units and at a significant premium to the Insider Buyout Proposal.
  

• In the event that the Fund agrees to proceed with the Insider Buyout Proposal, the Offeror and its affiliates and associates will vote the Units over which they exercise control or direction, including any Units acquired under the Offer, against the Insider Buyout Proposal at any meeting of Unitholders called to approve such transaction.

DETAILS OF THE OFFER

The Offer is open for acceptance until 5:00 p.m. (Toronto time) on Thursday, February 11, 2021, provided however that the Offeror reserves the right, in its sole and absolute discretion at any time, to: (i) extend or vary the Offer at any time; or (ii) withdraw the Offer if the conditions thereto are not met, and if withdrawn, it will not be required to take up or pay for Units delivered pursuant to the Offer.

Full details of the Offer are included in the Letter. Registration of interests in and transfers of Units may currently be made through a book-entry system administered by CDS Clearing and Depository Services Inc. ("CDS"). As such, in order to deposit their Units to the Offer, Unitholders must complete the documentation and follow the instructions provided by their investment dealer, broker or other nominee. Investment dealers, brokers and other nominees may set a deadline for the delivery of deposit instructions that is earlier than the Expiry Time, and as such Unitholders should contact their investment dealer, broker or other nominee for assistance at their earliest convenience. Deposited Units may be withdrawn at any time prior to the time they are taken up by the Offeror. Participants of CDS should contact the Depositary and Information Agent with respect to the withdrawal of deposited Units.

The Offer will be subject to certain conditions set out in the Letter which, unless waived, must be satisfied. The Letter will require that each depositing Unitholder whose Units are taken up and paid for appoint representatives of the Offeror as its nominees and proxy for any upcoming Unitholders' meeting.

If more than the maximum number of Units for which the Offer is made are delivered in accordance with the Offer and not withdrawn at the time of take up of the Units, the Units to be purchased from each depositing Unitholder will be determined on a pro rata basis according to the number of Units delivered by each Unitholder, disregarding fractions, by rounding down to the nearest whole number of Units.

UNITHOLDER REQUESTS FOR ASSISTANCE

If you have any questions with respect to the Offer, or need assistance in depositing your Units, please contact the Depositary and Information Agent for the Offer: North America Toll Free Number: 1-877-452-7184; Outside North America Call Collect: 1-416-304-0211; Email: [email protected].

ADDITIONAL INFORMATION

The Offeror is relying on the exemption under section 9.2(4) of National Instrument 51?102 ? Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with securities laws applicable to public broadcast solicitations.

This solicitation is being made by the Offeror, and not by or on behalf of the management of the Fund. Laurel Hill Advisory Group will receive a minimum fee of $25,000 for its services as Depositary and Information Agent under the Offer plus ancillary payments and disbursements.  Based upon publicly available information, the Fund's principal and head office is at 5360 South Service Road, Suite 200, Burlington, Ontario, L7L 5L1. The Offeror is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by officers of the Offeror. All costs incurred for the solicitation will be borne by the Offeror or its affiliates.

A registered Unitholder who has given a proxy under the terms of the Letter may, prior to its Units being taken up and paid for under the Offer, revoke the proxy (i) by completing a proxy signed by the Unitholder or by the Unitholder's attorney authorized in writing bearing a later date and depositing it with the transfer agent of the Fund; (ii) by depositing an instrument of revocation in writing executed by the Unitholder or by the Unitholder's attorney authorized in writing: * at the head office of the Fund (namely, Suite 200, 5360 South Service Road, Burlington, Ontario L7L 5L1) at any time up to and including the last business day preceding the day of the meeting, or any adjournment of the meeting, at which the proxy is to be used, or (y) with the Chairperson at the meeting, prior to the exercise of the proxy; or (iii) in any other manner permitted by law, provided that in each circumstance a copy of such revocation has been delivered to the Depositary and Information Agent at its principal office in Toronto, Ontario, Canada prior to the Units relating to such proxy having been taken up and paid for under the Offer. A non?registered Unitholder may, subject to the terms of the Letter, revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered Unitholder by its intermediary, provided that notice thereof is provided to the Offeror. Non-registered Unitholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an intermediary are properly revoked. None of the Offeror and its directors and officers, or, to the knowledge of the Offeror, any associates or affiliates of the foregoing, has any material interest, direct or indirect, in any transaction since the commencement of the Fund's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect the Fund or any of its subsidiaries. None of the Offeror or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming Unitholders' meeting, other than as set out herein and in the Letter.

The Offer is not a formal or exempt takeover bid under applicable Canadian securities laws and regulations.

THE OFFEROR'S ADVISORS

The Offeror has engaged Laurel Hill Advisory Group as Depositary and Information Agent, and McMillan LLP as legal advisor.

UNITHOLDER QUESTIONS

Unitholders with questions or who need assistance tendering their Units can contact the Depositary and Information Agent:

Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls outside North America: 1-416-304-0211
Email: [email protected]

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release, including statements regarding taking up and paying for Units deposited under the Offer and the ability to vote against and defeat the completion of the Insider Buyout Proposal, contain "forward-looking statements" and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "intends", "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the Offeror believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the negative impact of the COVID-19 pandemic on the business and economic conditions affecting SIR's and the Fund's operations will abate over the short time, that there will be no further unplanned material changes to SIR's facilities, operations and customer and employee relations and that neither SIR nor the Fund will take any action to restrict rights currently held by Unitholders. The Offeror cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of the Offeror and there is no assurance that they will prove correct. Important factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements include, among other things, the impact of the COVID-19 pandemic; actions taken by the Fund or SIR in respect of the Offer; the failure to satisfy the conditions of the Offer; breaches of material agreements entered into by SIR, the Fund or its affiliates; industry risk and other risks inherent in the running of the business of SIR and the Fund; changes in demographic trends; weather; changing consumer preferences and discretionary spending patterns; changes in consumer confidence; changes in national and local business and economic conditions; pandemics or other material outbreaks of disease or safety issues affecting humans or animals or food products; changes in tariffs and international trade; changes in foreign exchange; changes in availability of credit; legal proceedings and challenges to intellectual property rights; dependence of the Fund on the financial condition of SIR; legislation and governmental regulation, including the cost and/or availability of labour as it relates to changes in minimum wage rates or other changes to labour legislation and forced closures of restaurants and bars; and laws affecting the sale and use of alcohol (including availability and enforcement).These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Offeror's forward-looking statements. Other unknown and unpredictable factors could also impact its results. Many of these risks and uncertainties relate to factors beyond the Offeror's ability to control or estimate precisely. Consequently, there can be no assurance that the actual results or developments anticipated by the Offeror will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, the Offeror, the Fund or SIR and their respective future results and performance. Forward-looking statements in this press release are based on the Offeror's beliefs and opinions at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Offeror disavows and disclaims any obligation to do so, except as required by applicable law.

SOURCE Janes Acquisition Corp.