Saskatchewan Wheat Pool Inc.
TSX : SWP

Saskatchewan Wheat Pool Inc.

April 19, 2007 10:46 ET

Pool Closes Subscription Receipt Offering; Underwriters Exercise Over-Allotment Option for Pool Subscription Receipts

REGINA, SASKATCHEWAN--(CCNMatthews - April 19, 2007) -

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

Saskatchewan Wheat Pool Inc. (TSX:SWP) (the "Pool") announced today that the $275,400,000 subscription receipt offering, announced on March 29, 2007 (the "Offering"), has closed successfully and that Genuity Capital Markets, TD Securities Inc. and National Bank Financial Inc., who together acted as underwriters in connection with the Offering (the "Underwriters"), have exercised their over-allotment option in full to purchase an additional 5,100,000 subscription receipts at the Offering price of $8.10 per subscription receipt, bringing aggregate proceeds of the Offering to $316,710,000.

The Offering, including the exercise of the over-allotment option, provides a portion of the funding necessary for the cash component of the Pool's revised offer (the "Offer") to purchase all of the outstanding limited common voting shares of United Grain Growers, carrying on business as Agricore United, ("Agricore") pursuant to the Pool's take-over bid circular dated November 24, 2006, as amended by its notices of variation and extension dated January 31, 2007, March 7, 2007 and April 3, 2007, and as may be further amended by the Pool.

Under the public offering, 34,000,000 subscription receipts of the Pool have been issued and sold for gross proceeds to the Pool of $275,400,000. The Underwriters were also granted, and have exercised, their option to purchase up to an additional 5,100,000 subscription receipts at the Offering price of $8.10 per subscription receipt.

Each subscription receipt entitles the holder to receive one common share of the Pool upon the initial take-up by the Pool at or before 5 p.m. (Toronto time) on May 31, 2007, of outstanding limited voting common shares of Agricore under the offer.

In the event that, at or before 5:00 p.m. on May 31, 2007 (i) the Pool does not take-up Agricore Common Shares under the Offer or receive a final order of a court of competent jurisdiction approving an arrangement involving the Pool, Agricore and the holders of Agricore Common Shares under applicable corporate law, pursuant to which, among other things, the Pool will acquire all of the issued and outstanding Agricore Common Shares (an ''Arrangement''), (ii) the Pool terminates the Offer without announcing to the public, on or before such termination, its intention to proceed with an acquisition of Agricore Common Shares through an Arrangement, (iii) the Pool announces to the public that it does not intend to proceed with the Offer without, on or before such public announcement, announcing that it intends to proceed with an acquisition of Agricore Common Shares through an Arrangement, or (iv) the Pool announces its intention to proceed with an acquisition of Agricore Common Shares through an Arrangement, and subsequently the Pool terminates such Arrangement or otherwise announces its intention to no longer proceed with such Arrangement, holders of subscription receipts will receive within three business days of such event, an amount in cash equal to the original purchase price per receipt, together with their pro rata share of the interest (if any) earned on such amounts (less applicable withholding tax, if any).

The subscription receipts issued in connection with the Offering and the exercise of the over-allotment option were listed at 5:01 p.m. on April 18, 2007 and were posted for trading today. The trading symbol is SWP.N.

The public market bought deal subscription receipts will be listed and posted for trading until the Pool satisfies the release conditions, or upon the termination date or the close of trading on May 31, 2007. A trade note will be issued by the TSX on or prior to May 31, 2007, confirming either the Pool has satisfied the release conditions or the occurrence of a termination date, and the subsequent de-listing of those receipts.

Saskatchewan Wheat Pool Inc. is a publicly traded agribusiness headquartered in Regina, Saskatchewan. Anchored by a Prairie-wide grain handling and agri-products marketing network, the Pool channels Prairie production to end-use markets in North America and around the world. These operations are complemented by value-added businesses and strategic alliances, which allow the Pool to leverage its pivotal position between Prairie farmers and destination customers. The Pool's common shares are listed on the Toronto Stock Exchange under the symbol SWP and its subscription receipts under the symbols SWP.R and SWP.N.

Forward-Looking Information

This release contains forward-looking statements that involve certain risks and uncertainties, which could cause actual results to differ materially from future results expressed or implied by such statements. Important factors that could affect these statements include, without limitation, weather conditions; producer's decisions regarding total planted acreage, crop selection, and utilization levels of farm inputs such as fertilizers and pesticides; Canadian grain export levels; changes in government policy and transportation deregulation; world agricultural commodity prices and markets; changes in competitive forces including pricing pressures; and global political and economic conditions, including grain subsidy actions of the United States and European Union.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

Contact Information

  • Kingsdale Shareholder Services Inc.
    Shareholder Contact
    Toll Free: 1-866-301-3454
    or
    Saskatchewan Wheat Pool
    Susan Cline
    Media Contact
    (306) 569-6948
    Website: www.swp.com/investor.html