Newalta Corporation

Newalta Corporation

December 17, 2008 17:38 ET

Newalta Income Fund Announces Unitholder and Court Approval of Conversion to Corporation and December Distribution

CALGARY, ALBERTA--(Marketwire – December 17, 2008) - Newalta Income Fund ("Newalta") (TSX:NAL.UN) announced that, at a special meeting held today, the holders of trust units approved Newalta's conversion from an income trust to a corporation (the "Conversion"). The special resolution was adopted with 98.3 per cent of the trust units voted at the meeting voting in favour of the Conversion. The name of the new corporation will be Newalta Inc.

Newalta also announced that the final order from the Court of Queen's Bench of Alberta in respect of the Conversion was obtained today. The exchange of trust units of Newalta Income Fund for common shares in the capital of Newalta Inc., on a one-for-one basis, is expected to occur on December 31, 2008, with the subsequent amalgamation of various subsidiary operating entities to occur on January 1, 2009.

The common shares of Newalta Inc. will commence trading on the Toronto Stock Exchange, under the symbol "NAL", on or about January 7, 2009. Concurrently, the trust units of Newalta will be delisted from the Toronto Stock Exchange. The 7.0% convertible unsecured subordinated debentures of Newalta which are being assumed by Newalta Inc. pursuant to the Conversion will continue to trade under the symbol "NAL.DB".

Newalta also announced that it has declared a cash distribution of 18.5 cents per trust unit for the month of December 2008, payable on January 15, 2009, to all unitholders of record on December 31, 2008 immediately prior to the exchange of trust units to be undertaken pursuant to the Conversion. The ex-distribution date is December 29, 2008. To the extent that any portion of these distributions is designated as dividends paid by Newalta, that portion is designated to be an "eligible dividend" pursuant to subsection 89(14) of the Income Tax Act (Canada) and corresponding provincial legislation.

Newalta's Distribution Reinvestment Plan (the "DRIP") provides eligible unitholders with the opportunity to reinvest their monthly distribution to acquire additional trust units at a purchase price equal to 95% of the average market price. In connection with the Conversion, the DRIP has been amended in connection with the December 2008 distribution to (i) change the calculation of the average market price to be based on the volume weighted average trading price of the trust units for the five trading days immediately preceding December 31, 2008 and (ii) change the deadline for completing and delivering enrollment forms to Valiant Trust Company, the DRIP plan agent, to 3:00 pm (Calgary time) on December 24, 2008 in order for the December 2008 distribution to be reinvested under the DRIP. On January 15, 2009, participants of the DRIP will be issued the Common Shares to which they are entitled pursuant to the DRIP and, if applicable, a cash payment in respect of any fractional interest to which they are entitled in an amount calculated in accordance with the plan of arrangement pursuant to which the Conversion will be effected. Immediately after such issuance, the DRIP will be terminated by Newalta.

The resolutions approving the Option Plan and Shareholders Rights Plan also received the requisite approvals from the holders of trust units at the special meeting.

Newalta Income Fund is Canada's largest industrial waste management and environmental services provider and focuses on maximizing the value inherent in industrial waste through the recovery of saleable products and recycling. It also provides environmentally sound disposal of solid, non-hazardous industrial waste. With talented people and a national network of facilities, Newalta serves customers in the automotive, forestry, lead, manufacturing, mining, oil and gas, petrochemical, pulp and paper, refining, steel and transportation service industries. Providing solid investor returns, exceptional customer service, safe operations and environmental stewardship has enabled Newalta to expand into new service sectors and geographic markets. Newalta Income Fund's units trade on the TSX as NAL.UN. For more information, visit

This news release contains statements that may constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian securities legislation. Forward-looking information includes, among others, statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events. Specific forward-looking information contained in this news release include statements regarding the Conversion, the timing of completion thereof, listing and trading of the Newalta Inc. common shares and debentures on the Toronto Stock Exchange and distributions payable by Newalta. Readers are cautioned not to place undue reliance on such forward-looking information. Forward-looking information is based on current expectations and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Newalta and described in the forward-looking information contained in this news release. Among the various factors that could cause results to vary materially from those indicated in the forward-looking information include, but are not limited to, Newalta determining not to proceed with the Conversion. No assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do so, what benefits Newalta will derive therefrom.

Contact Information

  • Anne M. MacMicken
    Executive Director, Investor Relations
    Phone: (403) 806-7019