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YPG Holdings takes up US$213.4 million of debentures as part of substantial issuer bid

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Scotia Capital Inc.

On December 15, 2009, Yellow Pages Income Fund announced that an aggregate of $213,451,000 principal amount of 5.50% Exchangeable Unsecured Subordinated Debentures due 2011 was deposited under the offer by its subsidiary, YPG Holdings Inc., to purchase for cancellation all of YPG Holdings' issued and outstanding debentures. The offer was conditional upon a minimum of $120,000,000 principal amount of debentures being deposited and not withdrawn at the expiration date and such condition has therefore been satisfied. YPG Holdings has taken up and accepted for purchase and cancellation all of such deposited debentures at a purchase price of $1,020 per $1,000 principal amount of debentures, plus a payment in respect of all accrued and unpaid interest outstanding on such debentures up to, and including, December 15, for an aggregate purchase price of approximately $222,094,314 for all debentures taken up. Payment to the depositary for such debentures taken up and purchased by YPG Holdings will be made by December 17, 2009. Gilles Leclerc of Fasken Martineau advised Scotia Capital Inc., the dealer manager for the offer. The debentures were originally offered to the public in June and July 2006, with Gilles Leclerc and a Fasken Martineau team acting for the syndicate of underwriters led by Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and RBC Dominion Securities Inc.


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