Energy Split Corp. II Inc. Announces Minimum Share Condition for Reorganization Has Been Satisfied



    TORONTO, Nov. 19 /CNW/ - Energy Split Corp. II Inc. (the "Company")
announced today that the final condition required to extend the term of the
Company for an additional three years to December 16, 2010, has been met.
Holders of Capital Yield Shares and holders of ROC Preferred Shares previously
approved the extension of the term of the Company subject to the condition
that a minimum of 1,280,000 Capital Yield Shares remain outstanding following
the November 16, 2007 additional special retraction right (the "Special
Retraction Right"). Following the Special Retraction, 2,366,686 Capital Yield
Shares (representing 98% of the currently outstanding Capital Yield Shares)
will remain outstanding.
    Under the Special Retraction Right, 52,110 Capital Yield Shares were
tendered to the Company for retraction on November 16, 2007. Holders of these
shares will receive, on December 14, 2007, a cash price for every two Capital
Yield Shares retracted equal to the amount if any, by which the Unit Value, as
determined on December 6, 2007 (the "Valuation Date"), exceeds $25.00. "Unit
Value" is generally equal to the value of the total assets of the Company less
the Company's liabilities divided by the number of units then outstanding.
    In addition, under the Special Retraction Right, 373,267 ROC Preferred
Shares were tendered to the Company for retraction on November 16, 2007.
Holders of these shares will receive, on December 14, 2007, a cash price for
every ROC Preferred Share equal to the lesser of (i) Unit Value, as determined
on the Valuation Date, and (ii) $25.00.
    In order to increase the asset coverage for the continuing ROC Preferred
Shares and in order to meet the requirements needed to maintain the current
rating of Pfd-2 (low), the Company expects to call approximately 16% of the
continuing ROC Preferred Shares for redemption on December 14, 2007 on the
same basis as those tendered to the Special Retraction Right. The exact number
of shares called for redemption will be announced on November 30, 2007. While
the Company expects to receive a confirmation of the Pfd-2 (low) rating on the
ROC Preferred Shares, the redemption and reorganization is not conditional on
the rating being maintained. Upon the completion of the reorganization, the
Company expects to adjust the number of remaining outstanding ROC Preferred
Shares by way of sub-division in order to maintain the ratio of Capital Yield
Shares to ROC Preferred Shares of two-to-one.
    The holders of the remaining ROC Preferred Shares will continue to enjoy
quarterly fixed cumulative preferential tax efficient distributions for an
additional three years at an increased rate of 5.00% effective December 16,
2007.

    Capital Yield Shares and ROC Preferred Shares of Energy Split Corp. II
Inc. are listed for trading on the Toronto Stock Exchange under the symbols EN
and EN.PR.A respectively.

    %SEDAR: 00021250E




For further information:

For further information: Investor Relations, Energy Split Corp. II Inc.:
(416) 945-4777, E-mail: mc_energysplit2@scotiacapital.com, Web site:
www.scotiamanagedcompanies.com

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ENERGY SPLIT CORP. II INC.

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