TerraVest Income Fund announces substantial issuer bid for its units

TerraVest Income Fund announces substantial issuer bid for its units 
VEGREVILLE, AB, July 11, 2012 /CNW/ - TerraVest Income Fund ("TerraVest" or 
the "Fund") (TSX: TI.UN) today announced a substantial issuer bid (the 
"Offer") pursuant to which the Fund will offer to purchase for cancellation up 
to 5,000,000 of the issued and outstanding Units for TerraVest from 
Unitholders (the "Unitholders") at the purchase price of $2.75 per Unit (the 
"Purchase Price"). The Offer of $2.75 per Unit represents a 51% premium to the 
closing price of $1.82 on July 11, 2012. 
If more than 5,000,000 Units (or such greater number of Common Shares as the 
Company may determine it is willing to take-up and pay for) are properly 
tendered under the Offer, the Fund will take-up and pay for at the Purchase 
Price the deposited Units on a pro-rata basis according to the number of Units 
deposited (or deemed to be deposited) by the Unitholders (with adjustments to 
avoid the purchase of fractional Units). The Fund has reserved the right to at 
any time and from time to time to amend its offer to increase or decrease the 
maximum number of Units the Fund may purchase pursuant to the Offer. The Offer 
is not conditional on any minimum number of Units being deposited. TerraVest 
will fund any purchases of the Units pursuant to the Offer from cash available 
on hand and available credit facilities. 
As of July 11, 2012, there were 19,720,466 Units issued and outstanding, and 
accordingly, the Offer is for up to approximately 25.35% of the total number 
of issued and outstanding Units. The Offer is subject to various conditions 
typical of transactions of this nature. It is anticipated that the offer to 
purchase and issuer bid circular and other related documents (the "Offer 
Documents"), containing the terms of the Offer and the instructions for 
tendering the Units will be mailed to Unitholders and filed with the 
applicable securities regulators on or about July 16, 2012. The Offer will 
remain open for acceptance for at least 35 days after the date of 
commencement, unless withdrawn or extended by the Fund. 
Pennock Acheson Nielsen Devaney, Chartered Accountants ("PAND") was engaged by 
the Board of Trustees of the Fund to prepare a formal valuation with respect 
to the Units (the "Valuation"). A copy of the Valuation prepared by PAND will 
be attached to the Offer Documents. 
The Trustees of the Fund believe that the purchase of Units under the Offer 
represents an effective use of TerraVest's financial resources and is in the 
best interests of its Unitholders as the recent trading price range of the 
Units is not fully reflective of the value of the Fund's business and future 
prospects. 
In addition, neither the Fund nor its Board of Trustees makes any 
recommendation to Unitholders as to tender or refrain from tendering their 
Units to the Offer. Unitholders are strongly encouraged to review the Offer 
Documents carefully and to consult with their financial and tax advisors prior 
to making any decision about the Offer. 
About TerraVest Income Fund 
The Fund has investments in two portfolio businesses: 


    --  RJV Gas Field Services, one of Canada's largest providers of
        wellhead processing equipment for the natural gas industry in
        western Canada; and
    --  Diamond Energy Services, a market leader in providing well
        servicing to the oil and natural gas sector in south-western
        Saskatchewan.

Caution Regarding Forward-Looking Statements

This news release contains forward-looking statements. All statements other 
than statements of historical fact contained in this news release are 
forward-looking statements, including, without limitation, statements 
regarding our strategic direction and evaluation of the portfolio businesses 
and the Fund as a whole, the sale or potential sale of portfolio businesses or 
assets thereof, and other plans and objectives of or involving the Fund. 
Readers can identify many of these statements by looking for words such as 
"expects" and "will" and similar words or the negative thereof. Although 
management believes that the expectations represented in such forward-looking 
statements are reasonable, there can be no assurance that such expectations 
will prove to be correct.

By their nature, forward-looking statements require us to make assumptions 
and, accordingly, forward looking statements are subject to inherent risks and 
uncertainties. There is significant risk that the forward-looking statements 
will not prove to be accurate. We caution readers of this news release not to 
place undue reliance on our forward-looking statements because a number of 
factors may cause actual future circumstances, results, conditions, actions or 
events to differ materially from the plans, expectations, estimates or 
intentions expressed in the forward-looking statements and the assumptions 
underlying the forward-looking statements.

Assumptions and analysis about the performance of the Fund as a whole and the 
Fund's portfolio businesses, the markets in which the portfolio businesses 
compete and the prospects and values of the portfolio businesses are 
considered in setting the business plan for the Fund, in evaluating and 
forecasting tax horizon, capital investments, outlook for operations, 
financial position, results and cash flow, other plans and objectives and in 
making related forward-looking statements. Such assumptions include, without 
limitation, the current tax regime in Canada remaining unchanged and the 
performance of the continuing portfolio businesses of the fund not differing 
materially from historic performance. Should any of these factors or 
assumptions vary, actual results may differ materially from the 
forward-looking statements.

The information set forth under "Risk Factors" in the annual information form 
of the Fund dated March 5, 2012 and under "Financial Instruments" in the MD&A 
of the Fund for the period ended March 31, 2012, identifies risk factors that 
could affect the operating results and performance of the Fund and its 
portfolio businesses and the values of the portfolio businesses and the Fund 
as a whole. We caution that the lists of factors discussed in such information 
is not exhaustive and that, when relying on forward-looking statements to make 
decisions with respect to the Fund, investors and others should carefully 
consider the factors discussed, as well as other uncertainties and potential 
events, and the inherent risks and uncertainties of forward-looking 
statements. The forward-looking statements herein are made based on the 
assumption that the Fund will not be affected by such risks, but that, if the 
Fund is affected by such risks, the forward-looking statements may become 
inaccurate.

The forward-looking statements contained herein are expressly qualified in 
their entirety by this cautionary statement. The forward-looking statements 
included in this news release are made as of the date of this news release. 
Except as required by applicable securities laws, the Fund does not undertake 
to update such forward-looking statements.

Dale Laniuk TerraVest Income Fund Chief Executive Officer (780) 632 -7774 
laniuk@rjvgas.com 

OR

Paul A. Casey, CA TerraVest Income Fund Chief Financial Officer (780) 632-2040 
pcasey@terravestindustries.com www.terravestincomefund.com

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CO: TerraVest Income Fund
ST: Alberta
NI: OIL NEWSTK 

-0- Jul/11/2012 21:26 GMT


 
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