CALGARY, ALBERTA (TSX: PWI.UN) (TSX: PWX) (TSX: PWI.DB.A) (TSX:
PWI.DB.B) (TSX: PWI.DB.C) (NYSE: PWI) announces the successful
completion of a plan of arrangement (the "Arrangement") resulting
in the sale of PrimeWest to TAQA North Ltd. and 1350849 Alberta
Ltd. (the "Purchaser") both wholly owned subsidiaries of the Abu
Dhabi National Energy Company PJSC ("TAQA").
The Arrangement provides for the acquisition by the Purchaser of
all of the issued and outstanding trust units of PrimeWest (the
"Units") and all of the issued and outstanding exchangeable shares
(the "Exchangeable Shares") of PrimeWest Energy Inc. for a cash
consideration of C$26.75 per Unit, all pursuant to the Arrangement
under the Business Corporations Act (Alberta). The cash
consideration payable for the Exchangeable Shares will be
calculated on the basis of the current exchange ratio of 0.73093
per Unit.
"PrimeWest has, since its inception in 1996, built a high
quality asset base with a large portfolio of development
opportunities, and we wish to express our appreciation to the
investors, management and employees, suppliers and the Board of
Directors for their commitment to this achievement. We are pleased
to announce today the close of the sale of PrimeWest to TAQA,
opening a new chapter for the organization as it merges with TAQA
North. TAQA's investment will result in ongoing development and
growth of the asset base" stated Don Garner, President and CEO of
PrimeWest.
Beneficial holders of the Units and Exchangeable Shares who hold
these securities through a broker or bank will receive cash in
their accounts for their securities three to five days following
the close. Registered holders of the securities (those that hold
certificates) should submit their certificate(s) along with a
Letter of Transmittal to Computershare Trust Company of Canada,
Suite 710, 530 - 8th Avenue S.W., Calgary, Alberta T2P 3S8 or in
the alternative, 100 University Avenue, 9th Floor, Toronto, Ontario
M5J 2Y1 in order to receive the cash consideration.
As a result of the acquisition all traded securities of
PrimeWest will be delisted from the TSX and the NYSE within a few
days of close. No further distributions will be paid to
Unitholders.
The Canadian federal income tax consequences of the transaction
will generally result in a Unitholder or exchangeable shareholder
who is resident in Canada realizing a capital gain (or a capital
loss) equal to the amount by which the cash received under the
Arrangement exceeds (or is less than) the individual unitholder or
exchangeable shareholder's adjusted cost base (ACB) of the Units or
Exchangeable Shares, respectively.
The Arrangement will be a taxable transaction for United States
federal income tax purposes. As a result, a U.S. holder of Units
will generally recognize a gain or loss in an amount equal to the
difference between the holder's adjusted tax basis on the Units and
the sum of the cash received under the Arrangement. This gain or
loss will generally be treated as a capital gain or loss if the
U.S. holder held the Units as capital assets. The capital gain or
loss will be considered long-term if the Units were held for more
than one year.
Information for PrimeWest Convertible Debenture Holders
Holders of any of the Series I, Series II, or Series III
Convertible Debentures of the Trust (collectively, the
"Debentures") who elected to conditionally convert their Debentures
into Trust Units will receive the cash consideration for the
equivalent Trust Units three to five days following the effective
date of the Arrangement. The conversion of any Debentures submitted
conditional on the completion of the Arrangement was deemed to have
occurred immediately prior to the effective time on the completion
date of the Arrangement. The completed conditional conversion
notices must have been received no later than 5:00 PM (MST time) on
Friday, January 11, 2008 in order for this conversion process to
take place.
As a result of the completion of the Arrangement, the Debentures
are no longer convertible to acquire Units. Instead, the Series I
and Series II Debentures may be converted for a cash payment equal
to C$1,009.43 for each $1,000 of principal amount of debentures
converted, plus accrued and unpaid interest up to, but excluding,
the date of conversion. The Series III Debentures may be converted
for a cash payment equal to C$1,019.05 for each $1,000 of principal
amount of debentures converted, plus accrued and unpaid interest up
to, but excluding, the date of conversion.
PrimeWest has provided notice to Computershare Trust Company of
Canada, the trustee of the Debentures, that it intends to redeem
all of the issued and outstanding Series I and Series II Debentures
in accordance with the terms of the indenture governing the
Debentures (the "Indenture"). Upon redemption, the holders of
Series I and Series II Debentures will receive a payment equal to
C$1,050 per each $1,000 in principal of debentures redeemed, plus
accrued and unpaid interest thereon to, but excluding, the date of
redemption. PrimeWest anticipates that the date of redemption of
the Series I and Series II Debentures will be on or about February
20, 2008.
In accordance with the terms of the Indenture, PrimeWest will
make an offer to purchase all existing outstanding Series III
Debentures for cash consideration equal to 101% of the face value
thereof, plus accrued and unpaid interest, within 30 days following
the effective date of the Arrangement.
About Abu Dhabi National Energy Company PJSC (TAQA)
Abu Dhabi National Energy Company PJSC (TAQA) www.taqa.ae is a
global energy company with operations in power generation,
desalination, upstream oil/gas, pipelines and gas storage.
TAQA was founded in Abu Dhabi in 2005 and is listed on the Abu
Dhabi Stock Exchange. TAQA has in excess of AED 56 billion in
assets and 2006 annual turnover of more than AED 3.3 billion. TAQA
operates from its offices in Abu Dhabi; Ann Arbor, Michigan;
Aberdeen; Amsterdam; Calgary and The Hague with alliance partners
across the Gulf, Middle East, North Africa, Europe, India, Canada,
and the United States.
TAQA North Ltd. (a wholly owned subsidiary of TAQA) is a
Calgary-based oil and gas exploration company with operations in
Alberta, British Columbia, Saskatchewan and the Northwest
Territories. The company will now have proven plus probable
reserves in excess of 480 MMBOE and current production of
approximately 105,000 BOE per day, making it one of the top 12 oil
and gas producers in Canada. TAQA North's 2008 development program
consists of a capital expenditure commitment of C$500 million with
a reserve replacement objective of over 140%.
TAQA carries Aa2 and AA- credit ratings from Moody's and
S&P, respectively.
Contacts: PrimeWest Energy Trust George Kesteven Manager,
Investor Relations (403) 699-7367 or Toll-free: 1-877-968-7878
PrimeWest Energy Trust Debbie Carver Investor Relations Advisor
(403) 699-7464 or Toll Free: 1-877-968-7878 Email:
investor@primewestenergy.com Website: www.primewestenergy.com
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