Enerflex Systems Income Fund
TSX : EFX.UN

Enerflex Systems Income Fund

September 27, 2006 23:59 ET

Enerflex Announces Securityholder and Court Approval for the Proposed Reorganization into an Income Trust

CALGARY--(CCNMatthews - Sept. 27) - Enerflex Systems Ltd. ("Enerflex") (TSX: EFX) announces that at the special meeting of its securityholders held today, Enerflex received securityholder approval of its previously announced proposed plan of arrangement under the Canada Business Corporations Act (the "Arrangement") pursuant to which Enerflex will be reorganized into an income trust to be known as Enerflex Systems Income Fund (the "Fund"). Enerflex securityholders voted 99.9% in favour of the Arrangement. Also at the special meeting, shareholders approved the adoption of a trust unit option plan and a unitholder rights plan for the Fund. After the meeting, Enerflex obtained a final order from the Court of Queen's Bench of Alberta ordering and directing that the Arrangement will become effective upon the filing of articles of arrangement. It is expected that the articles of arrangement will be filed on October 2, 2006 (the "Effective Date") and that the trust units of the Fund (trading symbol "EFX.UN") ("Trust Units") will commence trading on the Toronto Stock Exchange on October 5, 2006. The common shares of Enerflex will continue to trade on the Toronto Stock Exchange under the symbol "EFX" until the commencement of trading of the Trust Units, at which time the common shares of Enerflex will be delisted. Following the Effective Date, the common shares shall represent only the right to receive the consideration to which the holders are entitled under the Arrangement.

The Arrangement will give effect to a two-for-one share split, which the Board of Directors believes will benefit the Fund and Enerflex shareholders by increasing liquidity. Under the Arrangement, shareholders of Enerflex would exchange their common shares for Trust Units and/or Class B exchangeable limited partnership units ("Exchangeable LP Units") of a limited partnership indirectly owned by the Fund. Shareholders who elected to receive Exchangeable LP Units in exchange for their common shares under the Arrangement will receive 100% of the Exchangeable LP Units elected to be received by them. Enerflex had previously announced that the number of Exchangeable LP Units issuable under the Arrangement would be subject to a limit; however, the number of Exchangeable LP Units actually elected to be received by shareholders is less than the maximum limit and, accordingly, shareholders will receive the full number of Exchangeable LP Units elected. Shareholders who failed to properly complete and deposit the letter of transmittal and election form on or before the September 25, 2006 election deadline were deemed to have elected to receive only Trust Units for their common shares.

It is the current intention of Enerflex's management to distribute in the range of $0.25 to $0.26 per Trust Unit per fiscal quarter or between $1.00 and $1.04 per Trust Unit annually, with distributions to commence on a quarterly basis after the Arrangement is completed. An initial cash distribution is expected to be paid to the unitholders of the Fund of record on or before January 15, 2007.

Enerflex Systems Ltd. is a leading Canadian supplier of products and services to the global oil and gas production industry. Our core expertise lies between the wellhead and the pipeline. Enerflex provides natural gas compression, power generation and process equipment for sale, rent or lease, hydrocarbon production and processing facilities, electrical, instrumentation and controls services and a comprehensive package of field maintenance and contracting capabilities. Through our ability to provide these products and services in an integrated manner, or as stand-alone offerings, Enerflex offers its customers a unique value proposition.

Headquartered in Calgary, Canada, Enerflex has approximately 2,700 employees. Enerflex, its subsidiaries, interests in affiliates and joint-ventures, operate in Canada, Australia, the Netherlands, the United States, Germany, Pakistan, Egypt, Indonesia, Malaysia and Poland. Enerflex's common shares trade on the Toronto Stock Exchange under the symbol "EFX".

Forward-Looking Statements

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Certain information contained herein constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that we expect or anticipate may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "potential", "targeting", "intend", "could", "might", "should", "believe" or similar words suggesting future outcomes or outlook. The following discussion is intended to identify certain factors, although not necessarily all factors, which could cause future outcomes to differ materially from those set forth in the forward-looking information. The risks and uncertainties that may affect the operations, performance, development and results of Enerflex's businesses include, but are not limited to, the following factors: the impact of general economic conditions; industry conditions, including the adoption of new environmental and other laws and regulations and changes in how they are interpreted and enforced; volatility of oil and gas prices; oil and gas product supply and demand; risks inherent in Enerflex's ability to generate sufficient cash flow from operations to meet its current and future obligations; increased competition; the lack of availability of qualified personnel or management; labor unrest; fluctuations in the foreign exchange or interest rates; stock market volatility, opportunities available to or pursued by Enerflex and other factors, many of which are beyond the control of Enerflex. The reader is cautioned that these factors and risks are difficult to predict and that the assumptions used in the preparation of such information, although considered reasonably accurate by Enerflex at the time of preparation, may prove to be incorrect or may not occur. Accordingly, readers are cautioned that the actual results achieved will vary from the information provided herein and the variations may be material. Readers are also cautioned that the foregoing list of factors and risks is not exhaustive. Additional information on these and other risks, uncertainties and factors that could affect Enerflex's operations or financial results are included in our filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. There is no representation by Enerflex that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Enerflex does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by law. Any forward-looking information contained herein is expressly qualified by this cautionary statement.

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