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Global DiSCS Trust 2004-1 (TSX: DST.UN) announces credit events
2008-09-12
Toronto: C.A. Bancorp Inc. (TSX: BKP) (“C.A. Bancorp”) and Sentry Select Total Strategy Fund (TSX: TSF.UN) (the “Fund”) announced today an update on the liquidation and wind-up of the Fund.Sale of Total Strategy's Investment in AgriFinancial: On July 18, 2008, C.A. Bancorp announced that it had made an offer (the “Initial Offer”) to purchase all of the Fund’s interests in its private company investments.  This Initial Offer was subsequently amended to exclude the Fund’s interests in AgriFinancial Canada Corp. (“AgriFinancial”) (the “Amended Offer”). The Amended Offer was made as a result of subsequent developments in respect of the sale of AgriFinancial to a third party.In a separate press release issued on September 11, 2008, C.A. Bancorp announced that, together with the Fund, it has entered into a share purchase agreement with Western Financial Group Inc. (“WFG”) pursuant to which WFG or an affiliate will acquire AgriFinancial (the “AgriFinancial Sale”). The AgriFinancial Sale remains subject to certain conditions, including, without limitation, receipt of consents and regulatory approvals, discharge of AgriFinancial’s existing credit facilities, completion of certain transaction documents, review and satisfaction with prior acquisition documents, and other customary closing conditions for a transaction of this nature.  It is expected that the AgriFinancial Sale will close in the fourth quarter of 2008. The Fund’s cost of its portion of the investment in AgriFinancial was $1.0 million and its portion of the net proceeds, should the AgriFinancial Sale close as expected, will be approximately $2.0 million.C.A. Bancorp Offer to Purchase Private Investments of Total Strategy: The Initial Offer, including AgriFinancial, was for $3.45 million, equating to the carrying value of all private company investments at the time of the Initial Offer plus any accrued and unpaid interest and dividends.  As the AgriFinancial investment is expected to be realized by way of the AgriFinancial Sale, C.A. Bancorp made the Amended Offer to include only the remaining portfolio of private company investments owned by the Fund comprised of:1. High Fidelity HDTV Inc.;2. Bermingham Foundation Solutions; and3. Salbro Bottling Group;

(the “Private Company Investments”).

The Amended Offer is for consideration equal to the cost of such investments plus accrued and unpaid interest and dividends, being approximately $2.45 million (before calculating for accrued and unpaid interest and dividends).Independent Valuator, Fairness Opinion and Independent Review Committee: As C.A. Bancorp is the Manager of the Fund, the Amended Offer is a non-arm’s length transaction.  Consequently, Sentry Select Capital Corp. (“Sentry Select”), the Investment Manager for the Fund, retained an independent valuator to prepare and deliver a fairness opinion in respect of the Amended Offer. The independent valuator was of the opinion, based on its scope of review and subject to certain assumptions, restrictions, limitations and qualifications that the Amended Offer was fair, from a financial point of view, to the unitholders of the Fund. The Amended Offer was also presented to the Independent Review Committee (“IRC”) of the Fund for recommendation as it was determined to be a conflict of interest matter pursuant to National Instrument 81-107 under applicable securities laws.  The IRC provided a positive recommendation in respect of the Amended Offer.  In addition, Sentry Select, in its capacity as Investment Manager, also deemed the Amended Offer to be fair, from a financial point of view, to the unitholders of the Fund.The legal documentation to execute the sale of the Private Company Investments, in accordance with the Adjusted Offer, is currently being negotiated with closings expected to occur within the next 60 days.  The AgriFinancial Sale is expected to close during the 4th quarter of 2008.  Consequently, C.A. Bancorp currently expects that the Fund will complete its liquidation and termination activities by the end of 2008.Calculation of NAV: The net asset value (“NAV”) of the Fund, as at the close of business on September 11, 2008, was $5.925 million (or $3.70 per unit) comprised as follows:
 1.  High Fidelity HDTV Inc.  $1,250,000
 2.  AgriFinancial Canada Corp.* 1,800,000
 3.  Bermingham Foundation Solutions 800,000
 4.  Salbro Bottling Group  400,000
 5.  Other net assets (other assets net of liabilities)**  1,675,000
   Total Estimated NAV

 $5,925,000

   Number of Units Outstanding

 1,602,489

   Estimated NAV per Unit

 $3.70

* The AgriFinancial Sale is expected to close during the 4th quarter of 2008.  To account for time value of money as well as to factor in “closing” or “deal risk”, the table above reflects $1.8 million as the fair value for AgriFinancial (a 10% discount to the expected net proceeds upon the closing of the AgriFinancial Sale).  Note that for the purposes of calculating an estimate of final distributable amounts per unit if and when the AgriFinancial Sale closes as planned, unitholders of the Fund may wish to use $2.0 million as the estimated cash to be received on closing which would result in an estimated distributable cash amount on termination of $3.83.

** Other net assets include cash and cash equivalents, accrued interest and distributions on account of the Private Company Investments to be purchased by C.A. Bancorp, as well as accruals for estimated expenses of winding-up the Fund including any legal costs on account of disposing of the remaining investments.  Actual amounts may differ from estimates.Trading information: The Fund’s units trade on the Toronto Stock Exchange (“TSX”) under the symbol: TSF.UN.   The Fund’s units closed at a market price of $3.28 per unit on September 11, 2008, which represents an 11.4% discount to the most recently reported NAV per unit as of September 11, 2008 of $3.70 and a 14.4% discount to the estimated NAV on wind-up and termination of the Fund of $3.83.Final Distribution and Wind-Up of the Fund: The Fund intends to issue a final distribution immediately prior to winding-up the Fund in an amount equal to the remaining net assets of the Fund. The actual amount and timing of this final distribution will depend upon the Fund’s ability to conclude the transactions described in this news release.C.A. Bancorp Inc.: C.A. Bancorp is a publicly traded Canadian merchant bank and alternative asset manager that provides investors with access to a range of private equity and other alternative asset class investment opportunities. C.A. Bancorp is focused on investments in small- and middle-capitalization public and private companies, with emphasis on the industrials, real estate, infrastructure and financial services sectors.More information: Paolo De Luca, Chief Financial Officer, C.A. Bancorp Inc. Tel: 1-866-388-5985, Fax: 416-861-8166  Email: info@cabancorp.com  Website: www.cabancorp.com

Certain statements included in this news release constitute forward-looking statements, including those identified by the expressions "expect", "believe", "intend", "will" and similar expressions. The forward-looking statements are not historical facts but reflect C.A. Bancorp and the Fund’s current expectations regarding future results or events. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations including, but not limited to, the Fund’s ability to conclude the transactions described herein including transaction documentation, timing of the liquidation of the Fund's assets and the timing and amount of the payment of any distributions. Readers are cautioned not to place undue reliance on forward-looking information. C.A. Bancorp and the Fund undertake no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law.


Documents (including press releases) regarding the various investment funds that are managed or advised by Sentry are provided for information purposes only and cannot be relied on to be complete, exhaustive or error-free unless the complete set of documents for any given investment fund with respect to which information is being sought is reviewed and then only on SEDAR (www.sedar.com).