March 14, 2005 17:00 ET

Benvest Capital Announces Proposed Conversion to an Income Trust




MARCH 14, 2005 - 17:00 ET

Benvest Capital Announces Proposed Conversion to an
Income Trust

MONTREAL, QUEBEC--(CCNMatthews - March 14, 2005) - Benvest Capital Inc.
(TSX:BCI) today announced that its Board of Directors has approved a
proposal to reorganize Benvest into an income trust to be called the
Benvest New Look Income Fund. The Board believes that the proposed
reorganization is in the best interests of Benvest and its shareholders.

The proposed reorganization will be implemented by way of a Plan of
Arrangement which is subject to shareholder, court and applicable
regulatory approvals. A management information circular prepared in
connection with a special shareholders' meeting to be held in April and
describing the reorganization in detail and other relevant information
will be mailed to shareholders later in March.

Pursuant to the Arrangement, if approved, Benvest shareholders will
receive one unit in the Fund for every one Benvest share. Taxable
shareholders will be offered an option to receive shares exchangeable
into units for a portion of their Benvest shareholdings, subject to
certain limitations.

The proposed Arrangement will result in the creation of a new income
trust which will own all of Benvest's existing assets and business,
consisting primarily of the business of Lunetterie New Look and cash
from the sale of its investment in CMN International. The Fund intends
to make monthly distributions. The underlying business of Benvest/New
Look will continue to be effectively managed by the current highly
dedicated and qualified team of professionals.

The Board has unanimously recommended that Benvest shareholders approve
the proposed Arrangement. Directors and officers of Benvest owning or
controlling approximately 63% of Benvest's shares intend to vote their
shares in favour of the Plan of Arrangement. The Company and the Board
of Directors believe that, in its current state, the business and
balance sheet of Benvest/New Look is ideally suited for an income trust
model where distributions of operating profit can be made to unitholders
at the same time as there is sufficient capital to grow the business

The Board of Directors of Benvest has been advised by Dlouhy Merchant
Group Inc. that the consideration to be received pursuant to the
Arrangement is fair, from a financial point of view, to all Benvest

If this plan is approved by shareholders, it is anticipated that it will
have the following benefits:

- The combined value of the distributions and the market value of the
units of
the income trust will be greater than the combined value of dividends
could otherwise be paid by Benvest and the market value of Benvest

- The trust will have greater access to capital to fund growth.

- The conversion into an income trust will attract new investors and
more liquidity than is currently available for Benvest shares.

- The cash distributions to unitholders will provide attractive yields
in the

Until August 31st, 2003, Benvest Capital Inc. was a merchant bank with a
diverse portfolio of assets in various service industries. Its new
corporate mission is as an operating public company with New Look as its
base. New Look is a leading enterprise in the eye care industry in
Eastern Canada, with growth opportunities based on demographic trends
and the consolidation of the industry in Canada.

Effective November 30th, 2004, Benvest sold its investment in CMN
International Inc. (real estate services industry) for a consideration
of US$14,995,000. Post-closing of the CMN transaction, Benvest holds
one non-strategic asset: The Fitness Company (82%), a US health and
fitness club company.y


Contact Information

    Benvest Capital Inc.
    Lise Melanson
    (514) 877-4299 ext. 2234