Pengrowth Energy Trust Announces Change to U.S. Federal Income Tax Entity Classification

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Fri Jun 26, 2009 8:47am EDT

  CALGARY, ALBERTA, Jun 26 (MARKET WIRE) -- 
Pengrowth Corporation, administrator of Pengrowth Energy Trust
("Pengrowth") (TSX: PGF.UN) (NYSE: PGH) today announced that effective
July 1, 2009, Pengrowth has elected to amend its U.S. tax entity
classification to be reclassified as a corporation for U.S. federal
income tax purposes.

    It is important to note that this amendment pertains to Pengrowth's tax
classification for U.S. federal income tax purposes and therefore only
applies to Pengrowth's U.S. unitholders. The amendment does not affect
Pengrowth's current structure as a mutual fund trust in Canada or
Pengrowth's intention to continue to pay monthly distributions. 

    Historically, for U.S. federal income tax purposes, Pengrowth has been
classified as a partnership. However, the recent signing of the fifth
protocol by the United States and Canada ratifying an increase in
withholding tax from 15 to 25 percent for partnership distributions
effective January 1, 2010 has resulted in a review by Pengrowth of its
tax reporting structure in the United States. Pengrowth unitholders in
the United States would have become subject to the 10 percentage point
increase in withholding tax on their monthly distributions starting on
January 1, 2010 had Pengrowth remained a partnership. Among other
reasons, as the withholding tax rate is not set to increase for
unitholders of a Canadian trust treated as a corporation for U.S. federal
income tax purposes, it is Pengrowth's belief that its election to be
treated as a corporation for U.S. federal income tax purposes is in the
best interest of its unitholders. 

    Historically, as a partnership for U.S. federal income tax purposes, U.S.
unitholders of Pengrowth have received a schedule K-1 each year in order
to report their share of the Pengrowth's income on their U.S. tax
returns. Following Pengrowth's election to be treated as a corporation
for U.S. federal income tax purposes, U.S. unitholders will receive a
form 1099 from their broker or other intermediary through which they hold
Pengrowth units. U.S. unitholders will be responsible for reporting the
dividend income earned throughout the year from Pengrowth. If a holding
period and other requirements are met, dividends received from Pengrowth
by a U.S. unitholder (including an individual) that is not a corporation
will be subject to U.S. federal income tax at a preferred qualified
dividend rate, currently 15 percent. A schedule K-1 will be issued for
2009, covering the periods up to June 30, 2009.

    Important mechanics pertaining to the reclassification:

    - The effect of Pengrowth's election to be treated as a corporation for
U.S. federal income tax purposes for U.S. unitholders will be as though
such unitholders had disposed of their Pengrowth trust units for shares
of Pengrowth. The deemed disposition amount will be equivalent to the
closing price of Pengrowth trust units listed on the NYSE on the close of
business on June 30, 2009. It is Pengrowth's understanding that U.S.
unitholders may recognize a gain, but not a loss, on their U.S. tax
returns as a result of the reclassification. As Pengrowth will not issue
a form 1099 or K-1 in respect of the deemed disposition, it is the
responsibility of each U.S. unitholder to calculate and report the
transaction on their 2009 U.S. federal income tax return. Pengrowth
strongly urges that current unitholders consult their tax advisors in
order to assess the tax implications associated with their individual
circumstances.

    - U.S. unitholders who have held Pengrowth units and received
distributions during 2009 up to the effective date of the conversion
(July 1, 2009) will receive both a schedule K-1 and a form 1099
pertaining to their Pengrowth units for the 2009 taxable year. For units
held prior to the conversion date, a schedule K-1 will be issued and a
form 1099 will be issued for units held on or after July 1, 2009 for the
remainder of the year. For subsequent years, Pengrowth unitholders will
receive only a form 1099 from their brokerage.

    - Form 1099 reporting statements are required to be mailed by brokerages
no later then January 31st for the previous taxable year, whereas
schedule K-1s were not required to be reported until March 31st, allowing
time for financial results to be released and thus allowing for Pengrowth
unitholders to complete their tax returns sooner as a result of the
election to be treated as a corporation.

    - Pengrowth and its unitholders will benefit from the amended tax
structure through the elimination of costs involved to administer the
complex K-1 tax reporting system.

    - Provided the qualified dividend rate remains at 15 percent, Pengrowth
believes the changes in its election will result in many of its
unitholders experiencing a lower rate of taxation than had Pengrowth
remained as a partnership for U.S. federal income tax purposes.

    - Pengrowth unitholders will continue to be eligible to use an IRS form
1116 for a potential U.S. based credit of the 15 percent withholding tax
paid to the Canadian government.

    Additional details regarding the material U.S. federal income tax
consequences of such change in classification of the Trust and of the
ownership and disposition of Trust Units on and after July 1, 2009 will
be posted on our website at www.pengrowth.com. If you are a U.S.
unitholder, you should read our disclosure and consult your tax advisor
as to the federal income tax consequences to you of the matters that are
discussed therein. Pengrowth will also file a Material Change Report on
SEDAR and on EDGAR in respect of the matters described herein.

    Caution Regarding Forward Looking Information

    This press release contains forward-looking statements within the meaning
of securities laws, including the "safe harbour" provisions of Canadian
securities legislation and the United States Private Securities
Litigation Reform Act of 1995. Forward-looking information is often, but
not always, identified by the use of words such as "anticipate",
"believe", "expect", "plan", "intend", "forecast", "target", "project",
"guidance", "may", "will", "should", "could", "estimate", "predict" or
similar words suggesting future outcomes or language suggesting an
outlook. Forward-looking statements in this press release include, but
are not limited to, the impact on our unitholders of our election to be
treated as a corporation for United States federal income tax purposes,
including the withholding tax rate experienced by our unitholders and the
impact thereon of our election.

    Forward-looking statements and information contained in this press
release are based on our current beliefs as well as assumptions made by,
and information currently available to, us concerning the impact on our
unitholders of our election to be treated as a corporation for United
States federal income tax purposes. Although we consider these
assumptions to be reasonable based on information currently available to
us, they may prove to be incorrect.

    By their very nature, the forward-looking statements included in this
press release involve inherent risks and uncertainties, both general and
specific, and risks that predictions, forecasts, projections and other
forward-looking statements will not be achieved. We caution readers not
to place undue reliance on these statements as a number of important
factors could cause the actual results to differ materially from the
beliefs, plans, objectives, expectations and anticipations, estimates and
intentions expressed in such forward-looking statements. These factors
include, but are not limited to, changes in tax laws and our ability to
pay distributions to our unitholders. Further information regarding these
factors may be found under the heading "Risk Factors" in our annual
information form for the year ended December 31, 2008 and under the
heading "Business Risks" in our management's discussion and analysis for
the year ended December 31, 2008.

    Readers are cautioned that the foregoing list of factors that may affect
future results is not exhaustive. When relying on our forward-looking
statements to make decisions with respect to the Trust, investors and
others should carefully consider the foregoing factors and other
uncertainties and potential events. Furthermore, the forward-looking
statements contained in this press release are made as of the date of
this document and we do not undertake any obligation to update publicly
or to revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise, except as required
by applicable law. The forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.

    About Pengrowth:

    Founded in 1988, Pengrowth Energy Trust is the third largest Canadian
conventional oil and gas energy trust as measured by production.
Pengrowth is traded on both the New York (PGH) and Toronto Stock
Exchanges (PGF.UN), and has a current enterprise value of approximately
$4.1 billion (CDN) and more than 600 team members who support its
operations and activities. Pengrowth is recognized as a pioneer and
leader in the Canadian energy trust sector.

    PENGROWTH CORPORATION

    James S. Kinnear, Chairman and Chief Executive Officer

    For further information about Pengrowth, please visit our website
www.pengrowth.com.

Contacts:
Pengrowth
Investor Relations
(403) 233-0224 or Toll Free: 1-888-744-1111
(403) 693-8889 (FAX)
Email: investorrelations@pengrowth.com

Pengrowth
Media Inquiries
(403) 213-8684
(403) 781-9757 (FAX)
Website: www.pengrowth.com

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