YELLOW PAGES INCOME FUND
TSX : YLO.UN

YELLOW PAGES INCOME FUND

September 08, 2009 14:18 ET

Yellow Pages Income Fund Has Agreed to Upsize the Previously Announced Series 3 Preferred Share Deal to $187.5 Million

MONTREAL, QUEBEC--(Marketwire - Sept. 8, 2009) -

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES

Yellow Pages Income Fund (TSX:YLO.UN) (the "Fund") announced today that its subsidiary, YPG Holdings Inc. (the "Issuer"), as a result of strong investor demand for its previously announced public offering of cumulative rate reset preferred shares, series 3 (the "Series 3 Preferred Shares"), has agreed to increase the size of the offering from $150 million to $187.5 million, or from 6.0 million Series 3 Preferred Shares to 7.5 million Series 3 Preferred Shares. The issue will be led by a syndicate of underwriters including CIBC and Scotia Capital Inc., acting as joint book-runners. The Series 3 Preferred Shares will pay cumulative dividends of $1.6875 per share per annum, yielding 6.75% per annum, payable quarterly, for the initial five year period ending September 30, 2014. The dividend rate will be reset on September 30, 2014 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 4.17%. The Series 3 Preferred Shares will be redeemable by the Issuer on or after September 30, 2014, in accordance with their terms.

Holders of the Series 3 Preferred Shares will have the right, at their option, to convert their shares into cumulative floating rate preferred shares, series 4, (the "Series 4 Preferred Shares") subject to certain conditions, on September 30, 2014 and on September 30 every five years thereafter. Holders of the Series 4 Preferred Shares will be entitled to receive cumulative quarterly floating dividends at a rate equal to the three-month Government of Canada Treasury Bill yield plus 4.17%.

The Issuer has also granted the underwriters the option to purchase up to 1,125,000 additional Series 3 Preferred Shares to cover over-allotments, exercisable in whole or in part anytime up to 30 days following closing of the offering.

Net proceeds resulting from the sale of the Series 3 Preferred Shares of the Issuer shall be used by the Issuer to repay indebtedness, and for general corporate purposes.

The Series 3 Preferred Shares will be offered for sale to the public in each of the provinces and territories of Canada pursuant to a short form prospectus of the Issuer to be filed with Canadian securities regulatory authorities in all Canadian jurisdictions.

The offering is scheduled to close on or about September 23, 2009, subject to certain conditions, including conditions set forth in the underwriting agreement.

About Yellow Pages Income Fund

Yellow Pages Income Fund indirectly holds an approximate 98% ownership interest in Yellow Pages Group and Trader Corporation. Yellow Pages Group is Canada's leading local commercial search provider. It publishes annually more than 340 Yellow Pages™ and residential directories. The Company owns and manages Canada's most visited online directories, YellowPages.ca™ and Canada411.ca™, as well as CanadaPlus.ca™, a network of seven local city sites. Trader Corporation is a Canadian leader in print and online vertical media with over 160 publications and 20 web sites covering four product verticals: automotive, real estate, generalist, as well as employment and other. Its main print brands include Auto Trader™, Auto Hebdo™, The Bargain Finder™, Buy&Sell™, Renters News™ and Home Renters' Guide™, and its online destinations, AutoTrader.ca™, HomeTrader.ca™, and LesPAC.com.

For more information about the Fund, visit www.ypg.com.

The Series 3 Preferred Shares have not been, nor will be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or applicable exemption from the registration requirement of such Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

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