TSX: SPF.UN
CALGARY, Sept. 30 /CNW/ - On September 30, 2006, Superior Plus Income
Fund (the "Fund") announced the completion of the previously announced
internal reorganization to a "trust over partnership structure". Effective
September 30, 2006, the business operations previously carried on by Superior
Plus Inc. ("Superior") and its related subsidiaries are being conducted by
Superior Plus LP, a limited partnership between Superior as general partner
and the Fund as limited partner, and its related subsidiaries.
The Reorganization will not effect Superior's business operations and in
its capacity as general partner, Superior will continue to operate the
business of Superior Plus LP.
The Reorganization was overwhelmingly approved (99.66% of votes cast) by
a special resolution of unitholders at the special meeting held on September
28, 2006. As part of the Reorganization, the Fund entered into a new
Declaration of Trust and Administration Agreement to give effect to the new
structure and to update such documents to reflect current income trust
practices.
Grant Billing, Chairman and Chief Executive Officer, said, "The
completion of the reorganization into a more modern trust-on-partnership
structure is anticipated to enhance the value and distributable cash flow to
unitholders and marks an important step in implementing our strategic plan
announced on July 10, 2006."
About the Fund
The Fund holds 100% of the limited partnership units of Superior Plus LP,
a limited partnership formed between Superior, as general partner and the Fund
as limited partner. Superior Plus LP has four Canadian based operating
divisions: Superior Propane is Canada's largest distributor of propane,
related products and services; ERCO Worldwide is a leading supplier of
chemicals and technology to the pulp and paper industries, a regional Midwest
supplier of chloralkali products and the third largest producer of potassium
products in North America; Winroc is the seventh largest distributor of walls
and ceilings construction products in North America; and Superior Energy
Management provides fixed price natural gas supply services in Ontario and
Quebec. In addition, as part of the strategic plan, JW Aluminum a leading
manufacturer of specialty, flat-rolled aluminum products in the United States,
currently owned by Superior Plus, is in the process of being sold.
The Fund's trust units and convertible debentures trade on the Toronto
Stock Exchange as follows:
Trading Symbol Security Issued and Outstanding
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SPF.un Trust Units 85.5 million
SPF.db 8% Debentures, $ 8.1 million principal amount
Series 1
SPF.db.a 8% Debentures, $ 59.0 million principal amount
Series 2
SPF.db.b 5.75% Debentures $174.9 million principal amount
SPF.db.c 5.85% Debentures $ 75.0 million principal amount
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The Special Meeting of Unitholders together with a presentation on the
operations of Superior Plus, including the progress made on the implementation
of the strategic plan, presented by Grant Billing immediately following the
meeting, have been webcast and archived for future reference. The archived
webcast can be accessed on our website at www.superiorplus.com under "Events
and Presentations," "Archived Web Casts."
Forward Looking Statements: Certain information included herein is
forward-looking. Forward-looking statements include, without limitation,
statements regarding the future financial position, business strategy,
budgets, projected costs, capital expenditures, financial results, taxes and
plans and objectives of or involving the Fund and Superior. Many of these
statements can be identified by looking for words such as "believe",
"expects", "expected", "will", "intends", "projects", "anticipates",
"estimates", "continues", or similar words. The Fund and Superior believe the
expectations reflected in such forward-looking statements are reasonable but
no assurance can be given that these expectations will prove to be correct and
such forward-looking statements should not be unduly relied upon.
Forward-looking statements are not guarantees of future performance and
involve a number of risks and uncertainties some of which are described in the
Fund's annual report, renewal annual information form and other continuous
disclosure documents. Such forward-looking statements necessarily involve
known and unknown risks and uncertainties, which may cause the Fund's or
Superior's actual performance and financial results in future periods to
differ materially from any projections of future performance or results
expressed or implied by such forward-looking statements. Any forward-looking
statements are made as of the date hereof and neither the Fund nor Superior
undertakes any obligation, except as required under applicable law, to
publicly update or revise such statements to reflect new information,
subsequent or otherwise.
Non-GAAP Measures
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Distributable cash flow of the Fund available for distribution to
Unitholders, is equal to cash generated from operations before natural gas
customer acquisition costs and changes in net working capital, less
amortization of natural gas customer acquisition costs and maintenance capital
expenditures. Maintenance capital expenditures are equal to capital
expenditures incurred to maintain the ongoing capacity of Superior's
operations and are deducted from the calculation of distributable cash flow.
Acquisitions and other capital expenditures incurred to expand the capacity of
Superior's operations or to increase its profitability ("growth capital"), are
excluded from the calculation of distributable cash flow. See Note 1 to the
Consolidated Financial Statements for the calculation of distributable cash
flow. Distributable cash flow is the main performance measure used by
management and investors to evaluate the performance of the Fund and its
businesses. Readers are cautioned that distributable cash flow, maintenance
capital expenditures and growth capital are not defined performance measures
under Canadian generally accepted accounting principles ("GAAP"), and that
distributable cash flow cannot be assured. The Fund's calculation of
distributable cash flow, maintenance capital expenditures and growth capital
may differ from similar calculations used by comparable entities.
