WesternOne Equity Income Fund Announces a Change to the Capital Structure of WesternOne Inc. and Filing of a Unitholder Rights Plan after discussions with Institutional Shareholder Services

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VANCOUVER, Aug. 22, 2012 /CNW/ - WesternOne Equity Income Fund ("WesternOne" or the "Fund") (Toronto Stock Exchange: WEQ.UN, WEQ.DB.B and WEQ.DB.C) today announced that following discussions with Institutional Shareholder Services ("ISS"), it has agreed to amend the capital structure of WesternOne Inc. to consist only of an unlimited number of common shares rather than unlimited common shares and unlimited preferred shares. WesternOne Inc. is currently a wholly-owned subsidiary of the Fund and is proposed to become the resultant public issuer following the closing of the conversion of the Fund from an income trust to a corporation (the "Conversion"). This change will have no impact on the proposed form of Conversion.

The Conversion will be undertaken pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement") at a special meeting of unitholders to be held on September 5, 2012 (the "Meeting") and is described in the Fund's information circular dated July 30, 2012 (the "Information Circular").

The Fund understands that ISS will be recommending that unitholders vote FOR the Arrangement resolution at the Meeting.

In addition, the Fund has filed on SEDAR the form of unitholder rights plan agreement ("Rights Plan") that it proposes to enter into with Computershare Investor Services Inc., subject to approval by the unitholders at the Meeting. The Rights Plan is summarized in the Information Circular. Following discussions with ISS, it was agreed that the definition of "Exempt Acquisition" as summarized in the Information Circular will be amended to remove two circumstances where this definition would otherwise apply. A copy of the Rights Plan is also available free of charge from the Fund (see contact particulars below).

The Fund understands that ISS will be recommending that unitholders vote FOR the Rights Plan resolution at the Meeting.

Unitholders are reminded to ensure their proxies are voted FOR the Arrangement and other resolutions at the Meeting before the voting deadline of Friday, August 31, 2012 at 4:00 p.m. (Pacific Time). 

Forward-looking Information

Certain statements in this press release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may be that actual results, performance or achievements or industry results, are materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to: the closing of the Conversion and the entering into of the Rights Plan. Actual events or results may differ materially.

Forward-looking information contained in this press release is based on certain key expectations and assumptions made by WesternOne, including, without limitation, expectations and assumptions respecting: the Fund's ability to obtain requisite consents or approvals related to the Conversion and Rights Plan. Although the forward-looking information contained in this press release is based upon what the WesternOne's management believes to be reasonable assumptions, WesternOne cannot assure investors that actual results will be consistent with such information. Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this press release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, and a description of these factors can be found under "Risk Factors" in WesternOne's Annual Information Form dated March 29, 2012, which is available on SEDAR (www.sedar.com).

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to WesternOne. The forward-looking information is made as of the date of this press release and WesternOne assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

About WesternOne

WesternOne seeks to acquire and grow businesses in the construction and infrastructure services sector in order to generate stable and growing distributions to its unitholders as well as to achieve overall capital appreciation.

Additional Information

Additional information relating to WesternOne, including WesternOne's Annual Information Form and other public filings, is available on SEDAR at www.sedar.com or on WesternOne's website at www.weq.ca.

Trading Symbols

Toronto Stock Exchange: WEQ.UN, WEQ.DB.B and WEQ.DB.C

THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.

SOURCE: WesternOne Equity Income Fund

For more information about this press release, please contact:

Andrew Greig, Manager - Investor Relations
WesternOne Equity Income Fund
Suite 910, 925 West Georgia Street
Vancouver, BC  V6C 3L2
Phone: [phone]   E-mail: [email protected]