Rogers Sugar Income Fund
TSX : RSI.UN

Rogers Sugar Income Fund

February 02, 2006 16:08 ET

Rogers Sugar Income Fund Announces a $85.0 Million Bought Deal Convertible Debenture Offering and Redemption of Outstanding Debentures

MONTREAL, QUEBEC--(CCNMatthews - Feb. 2, 2006) -

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Rogers Sugar Income Fund (the "Fund") (TSX:RSI.UN) announced today a public offering, on a bought deal basis, of $85.0 million principal amount of convertible unsecured subordinated debentures with an interest rate of 5.90% per annum, payable semi-annually on June 29 and December 29 commencing on June 29, 2006. The debentures will mature on June 29, 2013.

The offering is being made through a syndicate of underwriters co-led by Scotia Capital Inc. and BMO Nesbitt Burns Inc., on a bought deal basis. The debentures will be convertible at the holder's option into units of the Fund at any time prior to the maturity date and the business day immediately preceding the date fixed by the Fund for redemption at a conversion price of $5.10 per unit. The debentures will not be redeemable prior to June 29, 2009. On and after June 29, 2009 and prior to June 29, 2011, the debentures may be redeemed in whole or in part from time to time at the Fund's option, at a price equal to their principal amount plus accrued and unpaid interest, provided that the current market price preceding the date upon which the notice of redemption is given is at least 125% of the conversion price. After June 29, 2011 and prior to the maturity date, the debentures may be redeemed in whole or in part from time to time at the Fund's option at a price equal to their principal amount plus accrued and unpaid interest.

The net proceeds of the offering will be used to redeem all of the outstanding $85.0 million principal amount 9.50% convertible unsecured subordinated debentures of Rogers due June 29, 2007. The redemption is scheduled to take place on March 7, 2006.

About Rogers Sugar Income Fund

The Fund is an open-ended, limited purpose trust established under the laws of the Province of Ontario. The Fund holds all of the common shares of Rogers Sugar Ltd. ("Rogers") and Lantic Sugar Limited ("Lantic").

Rogers has been in the sugar business since 1890 and is the leading refiner, processor, distributor and marketer of sugar products in Western Canada. As the sole sugar processor in Western Canada, Rogers supplies over 90% of the demand for refined sugar in that region. Rogers has two sugar processing facilities, a cane sugar refinery in Vancouver, British Columbia and a beet sugar processing facility in Taber, Alberta. Rogers' sugar products are marketed primarily under the "Rogers" trade name and include granulated, icing, cube, yellow and brown sugars, liquid sugars and specialty syrups.

Lantic is one of two refiners in Eastern Canada and operates a cane sugar refinery in Montreal, Quebec. Lantic's sugar products are marketed primarily under the "Lantic" trade name and include granulated, icing, cube, liquid, yellow and brown sugars.

This document may contain forward-looking statements, relating to the Fund's operations or to the environment in which it operates, which are based on the Fund's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond the Fund's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth in other public filings. In addition, these forward-looking statements relate to the date on which they are made. 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.

The debentures and the units issued upon conversion of the debentures have not been and will not be registered under the United States Securities Act of 1933 and accordingly will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person.

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