Connor, Clark & Lunn Capital Markets Inc.

Connor, Clark & Lunn Capital Markets Inc.

March 08, 2005 12:08 ET

ROC Pref III Corp. Announces Successful Closing of $265 Million Initial Public Offering of Preferred Shares


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: CONNOR, CLARK & LUNN CAPITAL MARKETS INC.

MARCH 8, 2005 - 12:08 ET

ROC Pref III Corp. Announces Successful Closing of
$265 Million Initial Public Offering of Preferred
Shares

TORONTO, ONTARIO--(CCNMatthews - March 8, 2005) - ROC Pref III Corp.
(TSX:RPB.pr.a)

Connor, Clark & Lunn Capital Markets Inc. is pleased to announce that
ROC Pref III Corp. (the "Company") has successfully completed its
initial public offering of 10,600,000 redeemable, retractable cumulative
preferred shares (the "Preferred Shares") at a price of $25.00 per share
for aggregate gross proceeds of $265,000,000.

The Preferred Shares commenced trading today on the Toronto Stock
Exchange under the symbol "RPB.PR.A".

The Preferred Shares have been assigned a preliminary rating of P-1
(low) by Standard & Poor's, a division of The McGraw Hill Companies,
Inc. ("S&P"). The Company's investment objectives with respect to the
Preferred Shares are (i) to pay to holders of Preferred Shares, on or
about March 23, 2012, an amount per Preferred Share equal to the
original subscription price of $25.00 per Preferred Share and (ii) to
provide holders with quarterly fixed cumulative preferential
distributions of $0.275 per Preferred Share ($1.10 per annum to yield
4.40% on the subscription price of $25.00 per Preferred Share).
Preferred Share distributions will consist primarily of returns of
capital.

The Company will invest the net proceeds of the offering of Preferred
Shares in order to provide exposure to a credit-linked note, which has
been assigned a preliminary rating of A- by S&P. The credit-linked note
will be issued by The Toronto-Dominion Bank. The return of the
credit-linked note will be linked to the credit performance of
approximately 115 to 140 companies in an equally-weighted globally
diversified portfolio, all of which are currently rated investment grade
by S&P.

The offering was made through a syndicate of agents, led by Scotia
Capital Inc. and including CIBC World Markets Inc., BMO Nesbitt Burns
Inc., TD Securities Inc., National Bank Financial Inc., HSBC Securities
(Canada) Inc., Desjardins Securities Inc., Wellington West Capital Inc.,
Canaccord Capital Corporation, First Associates Investments Inc.,
McFarlane Gordon Inc., Raymond James Ltd. and Richardson Partners
Financial Ltd.

"We are very pleased with the launch of ROC Pref III Corp. as well as
the strong market acceptance of the ROC Pref Corp. series of Preferred
Shares, establishing a new and innovative class of investment in the
Canadian marketplace" said Neil Murdoch, CEO of Connor, Clark & Lunn
Capital Markets Inc. ("CC&LCM"). A developer and manager of structured
investments for the Canadian retail market, CC&LCM has approximately
$1.2 billion in assets under management and is part of the Connor, Clark
& Lunn Financial Group of companies, which manage approximately $26
billion in financial assets.


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