Yellow Pages Income Fund and YPG Holdings Complete Offerings

On February 27, 2006, Yellow Pages Income Fund completed a public offering of 15 million trust units of the Fund on a bought deal basis at a price of $16.90 per trust unit, and YPG Holdings Inc. completed a public offering of medium term notes for combined gross proceeds of $503.5 million. These offerings were made pursuant to the short form base shelf prospectus dated March 11, 2005, of Yellow Pages Income Fund and YPG Holdings; a prospectus supplement of Yellow Pages Income Fund dated February 20, 2006, relating to the trust units; and a prospectus and pricing supplement of YPG Holdings dated February 22, 2006, relating to the notes that were filed with the securities regulatory authorities in all provinces and territories of Canada.

The notes were issued in two series: $150 million principal amount of 4.65 per cent series 6 notes due February 28, 2011, and a $100 million increase to the principal amount of 6.25 per cent series 5 notes due February 15, 2036. The series 5 and series 6 notes were guaranteed by Yellow Pages Income Fund, YPG Trust, YPG LP, Yellow Pages Group Co. and Trader Media Corp. (the operating companies).

The series 5 and series 6 notes have been assigned a rating of BBB (high) with a stable trend by Dominion Bond Rating Services Ltd. and a rating of BBB- with a stable outlook from Standard & Poor's rating service.

The offering of trust units was underwritten by a syndicate of underwriters led by CIBC World Markets Inc. acting as sole book-runner, and RBC Dominion Securities Inc., BMO Nesbitt Burns Inc. and Scotia Capital Inc. acting as joint lead underwriters. The other members of the syndicate were National Bank Financial Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Dundee Securities Corporation, Desjardins Securities Inc., Canaccord Capital Corporation, UBS Securities Canada Inc., Blackmont Capital Inc., Westwind Partners Inc. and Genuity Capital Markets GP.

The offering of notes was led by RBC Dominion Securities Inc. and Scotia Capital Inc. acting as co-bookrunners, and TD Securities Inc. and BMO Nesbitt Burns Inc. acting as joint lead underwriters, with CIBC World Markets Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc. and Casgrain & Company Ltd. participating as co-managers. The net proceeds of the offerings were used to repay indebtedness and for general corporate purposes.

Yellow Pages was represented in-house by François Ramsay, vice-president, general counsel and secretary, and by Martin Joyal, director – legal affairs, and assisted by Stikeman Elliott LLP with a team that included André Roy, Jean Marc Huot, Benoît Dubord, Robert Carelli, Nicolas Vanasse and Nicole Charalambous (corporate/securities), Jean Lamothe and Benoît Lavigne (banking), Frédéric Harvey and Christian Meighen (tax) and Ian Putnam and Gil Michel-Garcia (US securities).

The underwriters were represented by Fasken Martineau DuMoulin LLP with a team that included Robert Paré, Peter Villani, Gilles Leclerc and Daniel Yelin (corporate/securities) and Alain Ranger and Thomas Copeland (tax).