Montréal (Québec), July 9, 2003
- Boralex Power Income Fund (TSX, BPT.UN), (the
'Fund'), announces that they have executed definitive
agreements with Black Hills Generation Inc., a
subsidiary of Black Hills Corporation (NYSE, BKH),
("Black Hills"), for the acquisition
of two hydroelectric power stations located in
the State of New York. The total purchase price
of the two power stations purchased by the Fund
is US $ 177.3 million (approximately $CDN 239.4
million).
The Fund, through a new U.S. subsidiary, will
acquire two power stations, the Hudson Falls Facility,
a 45.8 MW power station, and the South Glens Falls
Facility, a 13.9 MW power station, both of which
are located on the Hudson River near the Town
of Glens Falls, N.Y. Each of these power stations
benefits from a long-term power purchase agreement
(PPA) with Niagara Mohawk Power Corporation (NIMO),
an investment grade-rated regulated utility. The
PPA's are in force until 2035 for the Hudson facility
and until 2034 for the South Glens Falls facility,
both at fixed power rates, which are currently
above market prices. These two power stations
are very efficient, state-of-the-art hydro facilities,
which were constructed in the mid 1990's and have
had a consistent operating history. These power
stations will be managed by a US subsidiary of
Boralex Inc. This transaction will increase the
Fund's total installed capacity from 131.0 to
190.7 MW, a growth of approximately 46%.
This transaction is subject to customary closing
conditions including regulatory approvals, which
are expected to take up to 90 days.
As well, the Fund announces that it has entered
into an agreement to sell to a syndicate of underwriters,
led by National Bank Financial Inc. and TD Securities
Inc., 16,875,000 Subscription Receipts at $9.80
per Subscription Receipt for gross proceeds of
approximately $165.0 million. The Fund has also
granted an option to the underwriters for an additional
1,625,000 Subscription Receipts exercisable until
48 hours prior to closing of the offering.
For the Fund, this transaction meets all of its
acquisition objectives including the expected
accretion of its distributions and adding high
quality hydro assets which benefit from long term
PPA's with a highly-rated utility. The Fund is
adding assets and contractual arrangements of
equal quality to those presently in the Fund.
In addition to adding attractive hydro assets
to its porfolio, this transaction adds to the
geographic diversification of its asset base.
The Subscription Receipts are exchangeable on
a one-on-one basis for units of the Fund on the
closing of the acquisition of the Black Hills
facilities without payment of additional consideration.
The Subscription Receipts will be issued by way
of short form prospectus to be filed with securities
regulatory authorities across Canada. The Subscription
Receipts have not been and will not be registered
under the United States Securities Act of 1933
and may not be offered or sold in the United States
except pursuant to an exemption from registration.
Closing of the Subscription Receipts offering
is expected to occur on July, 28, 2003. The net
proceeds of the Offering, combined with a committed
increase in the Fund's term credit facility, will
fully fund the acquisition.
Boralex Power Income Fund is an unincorporated
open-ended trust that indirectly owns eight power
generating stations located in the province of
Québec producing energy from different
sources including wood-residue or natural gas-fired
thermal and cogenerating facilities as well as
hydroelectric power stations. In total, these
power stations have an installed capacity of 131.0
MW. The Fund's units are listed for trading on
The Toronto Stock Exchange under the symbol BPT.UN.
The statements contained in this news release
that are forward-looking are based on current
expectations, and are subject to a number of uncertainties
and risks, and actual results may differ materially.
These uncertainties and risks include, but are
not limited to: the dependence on certain key
customers, competitive pressures and changes in
market activity, risks associated with international
operations and foreign exchange, legal proceedings,
environmental, health and safety and other regulatory
requirements. Further information can be found
in the disclosure documents filed by Boralex Power
Income Fund with the securities regulatory authorities,
available at www.sedar.com.
A conference call to discuss the acquisition
will be held on Wednesday, July, 9, 2003, at 5:00
p.m. The financial analysts are invited to dial
514-985-8001 or 1 888-942-8096.
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