BFI Canada approves share conversion

BFI Canada Income Fund’s board of trustees has approved the conversion of the Fund from an income trust into a dividend paying corporation that will be better positioned to pursue the various growth opportunities available to BFI Canada.

In addition, the board of trustees has also approved a reduction in the cash distributions payable to BFI Canada’s unit holders to C$0.04166 per month effective December 1, 2008. Each of these initiatives is intended to better position the Fund to continue creating value through investments in internal and external growth initiatives.

The Fund’s proposed conversion from a unit trust structure to a share corporation is subject to unit holder and other approvals and will be undertaken pursuant to a statutory plan of arrangement under the Ontario Business Corporations Act. The act was scheduled to be voted on by unit holders of record on August 26, 2008 at a special meeting held on September 25, 2008. It is expected that the Conversion will be completed on a tax free “rollover” basis for Canadian income tax purposes. Following the Conversion, the composition of the board of directors of the resulting public corporation would be the same as the current board of trustees.

In addition to listing its common shares on the Toronto Stock Exchange upon completion of the Conversion, it is anticipated that BFI Canada will seek to list its common shares on the New York Stock Exchange to facilitate its access to the United States capital markets.

Under the revised distribution policy, the Fund will pay monthly distributions of C$0.04166 per unit, commencing with the distribution to Unit holders of record on December 31, 2008, payable on January 15, 2009.

If the Conversion is approved, it is expected that the corporation will maintain the same distribution level, with quarterly dividends of C$0.125 per share, as its dividend policy.