Alliance Grain Traders Income Fund issues units underlying subscription receipts; Conversion from income trust to corporation and acquisition of Arbel

Fri Sep 11, 5:00 PM

TORONTO, Sept. 11 /CNW/ - Alliance Grain Traders Income Fund (TSX-V: AGT-UN.V) (the "Fund") is pleased to announce the release from escrow of the proceeds of its previously announced public offering of subscription receipts ("Subscription Receipts" - TSX-V: AGT.R), which opens the way for the completion, scheduled for September 15, 2009, of the conversion of the Fund on a tax-deferred basis from an open-ended unit trust to a dividend-paying corporation (the "Conversion") and the acquisition ("Acquisition") of Arbel Bakliyat Hububat Sanayi ve Ticaret A.S., Durum Gida Sanayi ve Ticaret A.S., and Turkpulse Dis Ticaret A.S., (collectively, the "Arbel Group") by the Fund's wholly-owned subsidiary Alliance Grain Traders Inc. ("AGTI").

Effective as of 5:00 p.m. on September 11, 2009, the proceeds of the Fund's previously announced public offering of 6,118,840 Subscription Receipts at a price of $16.25 per Subscription Receipt for gross proceeds of $99,431,150 (the "Offering") have been released from escrow and units of the Fund (the "Underlying Units") have been issued to the holders of the Subscription Receipts on the basis of one Underlying Unit for each Subscription Receipt through the facilities of CDS. Book-Entry Only System customer confirmations will be entered on September 15, 2009. As a result of the foregoing, the Subscription Receipts are now cancelled, null and void, trading in the Subscription Receipts has been halted, and they will be delisted from the TSX Venture Exchange (the "TSXV") at the close of business on September 14, 2009.

The net proceeds of the Offering will be used to satisfy a portion of the funding for the Acquisition, and the balance of the net proceeds is expected to be used for general corporate purposes.

The Acquisition is scheduled to be completed on September 15, 2009, immediately following the completion of the Conversion, which is scheduled to take place on the same day. Upon the Conversion, all of the outstanding Units of the Fund (including the Underlying Units) will be exchanged for common shares of AGTI on a one-for-one basis. Subject to the satisfaction of the listing conditions set by the Toronto Stock Exchange (the "TSX"), it is expected that such common shares will be listed on the TSX on September 18, 2009, and that the Units will be delisted from the TSXV at the close of business on the preceding day. Until then, the common shares will continue to be listed and traded on the TSXV Vin the guise of Units under the symbol "AGT.UN".

About the Fund

The Fund is an income trust which derives its income from the operations of its operating subsidiary, Alliance Pulse Processors Inc. ("Alliance"). Alliance, on its own and through its subsidiaries, is engaged in the business of sourcing and processing (cleaning, splitting, sorting and bagging) specialty crops, primarily for export markets. Alliance and its subsidiaries in Canada, U.S. and Australia handle the full range of pulses and specialty crops including lentils, peas, chickpeas, beans and canary seed through six processing plants.

Cautionary Statements

Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Fund at the time of preparation, may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Fund (including its operating subsidiaries) to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the actual results of harvests, fluctuations in the price of lentils and other crops, failure of plant, equipment or processes to operate as anticipated, accidents or labour disputes, risks relating to the integration of acquisitions or to international operations, as well as those factors referred to in the section entitled "Risk Factors" in the Annual Information Form of the Fund dated May 28, 2009 which is available on SEDAR at www.sedar.com, and which should be reviewed in conjunction with this document. Although the Fund has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

    
    Neither TSX Venture Exchange nor its Regulation Services Provider (as
    that term is defined in the policies of the TSX Venture Exchange) accepts
    responsibility for the adequacy or accuracy of this release.
    

Contacts

Murad Al-Katib
Chairman of the Board of Trustees
President and CEO
Alliance Pulse Processors
Tel: (306) 525-4490
Email: trade@saskcan.com