Alliance Grain Traders Income Fund
TSX VENTURE : AGT.UN

June 25, 2009 08:12 ET

Alliance Grain Traders Income Fund to Issue Subscription Receipts

TORONTO, ONTARIO--(Marketwire - June 25, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Alliance Grain Traders Income Fund (TSX VENTURE:AGT.UN) (the "Fund") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Genuity Capital Markets (the "Underwriters") under which the Underwriters have agreed to buy 6,154,000 subscription receipts (the "Subscription Receipts") from the Fund at a price of $16.25 per Subscription Receipt, representing an aggregate amount of issue of $100,002,500.

The net proceeds of the offering will be used to provide a portion of the funding that may be required for the potential acquisition of the Arbel Group and the balance of the net proceeds for general corporate purposes. On June 17, 2009, the Fund issued a press release announcing that it had entered into an exclusive, non-binding letter of intent with the Arbel Group to combine the businesses. No binding agreements with respect to such acquisition have been executed at this time.

Each Subscription Receipt represents the right of the holder to receive, for no additional consideration, upon the closing of the acquisition of the Arbel Group, one trust unit of the Fund, or in the event that the Fund consummates a transaction to convert from an open-ended unit trust to a dividend paying corporation, one common share of the successor corporation. Closing of the Subscription Receipt offering is expected to occur on or about July 16, 2009, subject to the receipt of all necessary regulatory and stock exchange approvals and the satisfaction of other customary closing conditions.

The gross proceeds of the offering will be held in escrow pending the completion of the acquisition. In the event that the acquisition closing does not occur before September 30, 2009, or the acquisition is terminated at an earlier time, holders of the Subscription Receipts will receive a refund of the full purchase price of the Subscription Receipt, together with their pro rata share of interest earned on the escrowed funds between the Closing Date and the Termination Date.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 the securities in any State in which such offer, solicitation or sale would be unlawful.

About the Fund

The Fund is an income trust which derives its income from the operations of its operating subsidiary, Alliance Pulse Processors Inc. ("Alliance"). Alliance, on its own and through its subsidiaries, is engaged in the business of sourcing and processing (cleaning, splitting, sorting and bagging) specialty crops, primarily for export markets. Alliance and its subsidiaries in Canada, U.S. and Australia handle the full range of pulses and specialty crops including lentils, peas, chickpeas, beans and canary seed through six processing plants.

Cautionary Statements

Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Fund at the time of preparation, may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund (including its operating subsidiaries) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the actual results of harvests, fluctuations in the price of lentils and other crops, failure of plant, equipment or processes to operate as anticipated, accidents or labour disputes, risks relating to the integration of acquisitions or to international operations, as well as those factors referred to in the section entitled "Risk Factors" in the Annual Information Form of the Fund dated May 28, 2009 which is available on SEDAR at www.sedar.com, and which should be reviewed in conjunction with this document. Although the Fund has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Alliance Pulse Processors
    Murad Al-Katib
    Chairman of the Board of Trustees, President and CEO
    (306) 525-4490
    Email: trade@saskcan.com