Yellow Pages Income Fund Completes $381.25M Offering

On August 22, 2006 Yellow Pages Income Fund closed a public offering of 25 million fund units and 12,500,000 fund unit purchase warrants, offered under the form of 25 million warranted units, for an aggregate amount of $381,250,000 on a bought deal basis at an offering price of $15.25 per warranted unit. Each warranted unit consists of one fund unit and one-half fund unit purchase warrant. Each full fund unit purchase warrant will entitle the holder to purchase one fund unit at a price of $17.50 per fund unit on or before December 14, 2007.

The offering was made pursuant to the short-form base shelf prospectus dated May 8, 2006, of Yellow Pages Income Fund and YPG Holdings Inc. and a prospectus supplement dated August 14, 2006, which was filed with the securities regulatory authorities in all provinces and territories of Canada.

The net proceeds from the offering were used to repay indebtedness and for general corporate purposes. The offering was underwritten by a syndicate of underwriters led by CIBC World Markets Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and Scotia Capital Inc. acting as joint-bookrunners. Other syndicate members included National Bank Financial Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Dundee Securities Corporation, Canaccord Capital Corporation, UBS Securities Canada Inc., Blackmont Capital Inc., Westwind Partners Inc. and Genuity Capital Markets G.P.

Yellow Pages Income Fund was represented in-house by François D. Ramsay, vice-president, general counsel and secretary and by Martin Joyal, director of legal affairs, and assisted by Stikeman Elliott LLP, with a team that included André Roy, Jean Marc Huot, Robert Carelli, Nicolas Vanasse, Mathieu Grenier and Christine Legé (corporate/securities) and Luc Bernier and Christian Meighen (tax).

The dealers were represented by Fasken Martineau DuMoulin LLP, with a team that included Robert Paré, Gilles Leclerc, Peter Villani and Catherine Isabelle (corporate/securities) and Gilles Carli and Thomas Copeland (tax).