Countryside Power Income Fund

Countryside Power Income Fund

November 14, 2005 09:30 ET

Countryside Power Income Fund Closes Offering of Trust Units and Exchangeable Debentures

LONDON, ONTARIO--(CCNMatthews - Nov. 14, 2005) - Countryside Power Income Fund (the "Fund") (TSX:COU.UN) today announced they have successfully completed the previously announced bought deal financing of 4,720,000 trust units (the "Units") at $9.35 per unit to raise gross proceeds of $44 million and US$55 million aggregate principal amount of 6.25% exchangeable unsecured subordinated debentures (the "Debentures") due October 31, 2012. The Debentures, which were issued by Countryside Canada Power Inc., a subsidiary of the Fund, will be listed for trading on the Toronto Stock Exchange under the symbol CSD.DB.U.

As reported earlier, Countryside will use the net proceeds from the offering to repay indebtedness, pay transaction costs and make a working capital investment associated with its acquisition of two gas-fired cogeneration facilities in California.

The Debentures will pay interest semi-annually on April 30 and October 31 each year, commencing April 30, 2006. The Debentures have a maturity date of October 31, 2012 and will be exchangeable, at the option of the holder, for Units of the Fund at an exchange price of $10.75 per Unit.

The trust units and debentures were sold to a syndicate of underwriters led by CIBC World Markets Inc. and RBC Capital Markets and that included TD Securities Inc, National Bank Financial and BMO Nesbitt Burns Inc.

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Countryside Power Income Fund

Countryside Power Income Fund has investments in two district energy systems in Canada, with a combined thermal and electric generation capacity of approximately 122 megawatts, and two gas-fired cogeneration plants in California with a combined power generation capacity of 94 megawatts. In addition, the Fund has an indirect investment in 22 renewable power and energy projects located in the United States, which currently have approximately 51 megawatts of electric generation capacity and sold approximately 750,000 MMBtus of boiler fuel in 2004. The Fund's investment in the projects consists of loans to, and a convertible royalty interest in, U.S. Energy Biogas Corp.

Forward-Looking Statements

This press release may contain forward-looking statements relating to expected future events and financial and operating results of the Fund that involve risks and uncertainties. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including market and general economic conditions and the risks and uncertainties detailed from time to time in the Fund's annual information form dated March 31, 2005 and the Fund and Countryside Canada's prospectus dated November 8, 2005. Due to the potential impact of these factors, the Fund disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

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