Creststreet announces the sale of Kettles Hill Windpower facility


    CALGARY, March 26 /CNW/ - Creststreet Kettles Hill Windpower LP (the
"Partnership") is pleased to announce that it has entered into a Purchase and
Sale Agreement with ENMAX Green Power Inc. ("ENMAX"), to sell all of the
shares of Kettles Hill Wind Energy Inc. ("KHWEI") to ENMAX. ENMAX will also
purchase the outstanding subordinated notes issued by KHWEI and all interest
on such notes. The purchase price for the shares, subordinated notes and the
interest on such notes, and assumption of KHWEI debt is $163 million, subject
to working capital adjustments. Immediately prior to closing, the Partnership
will hold, directly or indirectly, all of such shares. KHWEI owns 100% of the
recently completed 63 MW Kettles Hill Windpower Facility near Pincher Creek,
    As soon as practicable after completion of the sale of KHWEI, presently
expected to occur in late May 2008, the Partnership will be dissolved and its
net assets distributed to Limited Partners on a pro-rata basis. It is expected
that on dissolution of the Partnership, the net proceeds to be distributed to
limited partners will be in the range of $8.75 to $9.20 per unit. The actual
amount to be distributed will depend on a number of factors including the
actual operating results of the wind farm through the effective date of
May 1st and costs incurred by the Partnership, including the costs of
completing the transaction. It is expected that an updated estimate of the
distribution will be disseminated to unitholders prior to the unitholder
    The sale of KHWEI will be subject to approval by the unitholders of the
Partnership at a special meeting of unitholders, as well as other certain
conditions customary for transactions of this nature.
    The transaction with ENMAX is the outcome of a review of strategic
alternatives conducted by the Board of the General Partner of the Partnership.
The Board has determined, based on the advice of its financial advisor, that
the proposed transaction is in the best interests of the Partnership and its
unitholders. The members of the Board have unanimously approved the
transaction and recommend that unitholders of the Partnership vote in favour
of the transaction. Blair Franklin Capital Partners Inc., financial advisor to
the Board, has provided an opinion that the consideration to be received by
the unitholders under the transaction is fair, from a financial point of view,
to the unitholders.
    Commenting on this transaction, Robert Toole, President and CEO of
Creststreet Kettles Windpower General Partner Limited, said: "We are very
pleased to have reached this agreement with ENMAX. We recognize that this
liquidity event was delayed beyond investors' original expectations, and we
thank investors for their patience. In the end, we are pleased with the
    The special meeting of Unitholders is expected to be held on or before
May 27th, 2008 and materials will be mailed to unitholders in connection with
this meeting in the next month. The transaction is subject to customary
closing conditions including approval by the Partnership's unitholders and the
receipt of specified third party consents.
    The transaction agreement with ENMAX provides that the Partnership will
pay ENMAX a termination fee in certain circumstances if the transaction is not
completed. The Partnership has agreed not to solicit further offers or
initiate discussions or negotiations with any third party concerning the sale
of KHWE, subject to its ongoing fiduciary obligations and responsibilities.

    About Kettles Hill Windpower Facility

    The Kettles Hill windpower facility is comprised of 35 Vestas V80-1.8
Megawatt wind turbines and produces 63 Megawatts of renewable energy
sufficient for 27,000 homes.

    About Blair Franklin Capital Partners Inc.

    Blair Franklin Capital Partners Inc. is a Toronto-based independent
financial advisory firm specializing in mergers, acquisitions and
divestitures, related party transactions, financings, restructurings, risk
management and governance issues, and undertakes valuations and fairness
opinions on behalf of corporate, private, institutional and public sector

    About Creststreet

    Creststreet Capital Corporation is an investment management firm
specializing in structuring and managing high quality windpower assets and
flow-through investment products for Canadian investors. Since its inception
in 2000, Creststreet has raised over $970 million for investment in
flow-through shares of Canadian resource and renewable energy companies.

    Certain statements included in this news release constitute
"forward-looking information" within the meaning of applicable securities
legislation. Such forward-looking information involves known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Partnership to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking information. In providing such forward-looking information,
the material risk is specific to the sale of Creststreet Kettles Hill Wind
Energy Inc. not transacting as contemplated herein.
    The forward-looking information contained in this news release represents
the expectations of Creststreet Kettles Hill Windpower LP as at March 26,
2008, and, accordingly, is subject to change after such date. However,
Creststreet Kettles Hill Windpower LP expressly disclaims any intention or
obligation to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as required by
applicable law.

For further information:

For further information: Robert Toole, Creststreet Kettles Hill General
Partner Limited, Tel: (416) 862-7018, E-mail:; Grant
Bunker, VP, Business Development, Creststreet Capital Corporation, Tel: (416)
628-2161, E-mail:

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