CALGARY, May 8 /CNW/ - Keyera Facilities Income Fund (TSX:KEY.UN; KEY.DB)
("Keyera") announced today that it is proposing to undertake an internal
reorganization that is expected to simplify the organizational structure of
the Fund and the entities in which it holds substantial interests.
The proposed reorganization will streamline the existing structure,
including the elimination of most corporate entities. The reorganization is
expected to provide Keyera with increased tax efficiencies and enhanced
tax-planning flexibility. The new legal structure is also expected to simplify
accounting, legal, reporting and income tax compliance, and reduce the general
and administrative costs associated with these activities.
Details of the proposed reorganization, including the amendments to the
Fund's Declaration of Trust required to implement the reorganization, are
described in Keyera's Notice of Meeting and Proxy Statement and Information
Circular, which can be found on Keyera's website (www.keyera.com) under
Investor Information, Unitholder Information or on SEDAR (www.sedar.com).
Unitholders will be asked to approve the reorganization at Keyera's Annual and
Special Meeting of Unitholders on June 6, 2007 at 9:30 a.m. (MDT). The meeting
will be held in the Kensington Room, Marriott Hotel, 110 - 9th Avenue SE,
Calgary, Alberta.
Keyera has applied to the Canada Revenue Agency for an advanced income
tax ruling confirming that the proposed reorganization can be completed
without adverse Canadian tax consequences for the Fund and its Unitholders.
Subject to a receiving a favourable ruling and Unitholder approval, as well as
the satisfaction of certain other conditions detailed in the Information
Circular, the reorganization is expected to be implemented in the third
quarter of 2007.
About Keyera Facilities Income Fund
Keyera Facilities Income Fund (TSX:KEY.UN; KEY.DB) operates one of the
largest natural gas midstream businesses in Canada. Its business consists of
natural gas gathering and processing as well as the processing,
transportation, storage and marketing of natural gas liquids (NGLs) and crude
oil midstream activities.
Keyera's gas processing plants and associated facilities are
strategically located in the west central and foothills natural gas production
areas of the Western Canadian Sedimentary Basin. Its NGL and crude oil
infrastructure includes pipelines, terminals and processing and storage
facilities in Edmonton and Fort Saskatchewan, Alberta, a major North American
NGL hub. Keyera markets propane, butane and condensate to customers in Canada
and the United States.
This release, and the documents referred to herein, contain
forward-looking statements that involve known and unknown risks and
uncertainties, many of which are beyond Keyera's control. The forward-looking
statements are based on management's current expectations and assumptions
relating to Keyera's business and the environment in which it operates. As the
results or events predicted or implied in these forward-looking statements
depend upon future events, actual results or events may differ materially from
those predicted.
In particular, the discussion of the proposed reorganization (the
"Reorganization") is forward-looking information. Unitholders and prospective
investors are cautioned not to place undue reliance on such forward-looking
information as such information is based on certain assumptions and a number
of known and unknown risks and uncertainties, of both a general and specific
nature, that could result in the Reorganization not being completed or not
being completed in the manner described above. These assumptions and factors
include, but are not limited to: the Alberta Court of Queen's Bench granting a
final order approving the plan of arrangement pursuant to which Keyera intends
to implement the Reorganization; the board of directors exercising its
discretion to proceed with the Reorganization; no change in taxation or other
laws which would have a material adverse significance in respect of the
Reorganization; a favourable Ruling being obtained from the Canada Revenue
Agency; all third party approvals and consents being obtained on terms which
are acceptable to Keyera; no laws or policies being enacted or promulgated, or
no order or decree being issued or made, which would cease trade, enjoin,
prohibit or impose material limitations on the Reorganization or the
transactions contemplated thereby; no material tax being payable by any
participant in the Reorganization; and the counterparties to certain material
contracts to which Keyera is a party agreeing to the assignment or amendment
of such agreements in order to reflect the new organizational structure and to
substantially preserve, in modified form, the existing governance structure of
the Fund going forward. Keyera cautions that the foregoing list of factors and
assumptions is not exhaustive. Readers should refer to Keyera's Information
Circular dated April 30, 2007 for a more complete discussion of the
Reorganization, including the risks, assumptions and conditions associated
therewith.
For additional information on the factors which could cause actual
results or events to differ materially the forward-looking information
contained herein, see Keyera's public filings on www.sedar.com. Unless
otherwise required by applicable laws, Keyera does not intend to publicly
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise.
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