SWP Moots Plan to Convert Shares

REGINA - Dec 14/04 - SNS -- The Saskatchewan Wheat Pool (SWP) will develop a plan to transform the company's capital structure.

The plan would have the Pool continuing as a company incorporated under the Canada Business Corporations Act (CBCA). The Pool would consolidate existing Class A shares and Class B shares into a single class of voting common shares.

It would also exchange the Pool's Convertible Subordinated Notes into the new single class of voting common shares. Each of these transactions would close at the same time. An independent fairness opinion would be required in connection with certain elements of these transactions.

To give effect to these transactions, the Pool would require the approval of the delegates (on behalf of the Class A shareholders) and the holders of the Class B shares to continue under the CBCA and issue a single class of voting common shares. It would also require the approval of the holders of the Convertible Subordinated Notes to exchange the notes for the single class of voting common shares.