YPG Holdings Completes Share Offering

On March 6, 2007 YPG Holdings Inc. completed a public offering of 12 million 4.25 per cent Cumulative Redeemable First Preferred Shares, Series 1, for a aggregate proceeds of $300 million on a bought deal basis at an offering price of $25 per share. This is the first offering of preferred shares by an income fund. The Series 1 shares are unconditionally guaranteed by Yellow Pages Income Fund as to payment of dividends, as and when declared, and payments of amounts due on redemption or retraction of the Series 1 shares and liquidation, dissolution or winding up of YPG Holdings Inc. The offering was made pursuant to a short-form prospectus of YPG Holdings Inc. dated February 28, 2007, which was filed with the securities regulatory authorities in all provinces and territories of Canada.

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

YPG Holdings Inc. and Yellow Pages Income Fund were represented in-house by François D. Ramsay, vice-president, general counsel and secretary and by Martin Joyal, vice-president legal affairs, and assisted by Stikeman Elliott LLP, with a team that included André Roy, Jean Marc Huot, Benoît Dubord, Nicolas Vanasse, Sarah Landry Maltais and Xavier Beauchamp-Tremblay (corporate/securities) and Jean Lamothe (banking) and Robert Hogan 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 Daniel Yelin (corporate/securities), Marc Novello (banking) and Gilles Carli and Thomas Copeland (tax).