OAKVILLE, ON, March 9, 2020 /CNW/ - Algonquin Power &
Utilities Corp. ("APUC" or the "Company") (TSX/NYSE:
AQN) today announced that, in connection with the Company's
previously announced executive succession plans, Ian Robertson (Chief Executive Officer) and
David Bronicheski (Chief Financial
Officer) each intend to establish an automatic securities
disposition plan (an "ASDP") to allow for an orderly
disposition of a portion of their respective shareholdings in APUC
over a period of approximately three months, beginning after an
initial 30-day waiting period.
Christopher Jarratt (Vice Chair)
and Jeffery Norman (Chief
Development Officer), each of whom is a continuing executive of
APUC, also intend to establish ASDPs to allow for an orderly
disposition of a portion of their respective shareholdings in APUC
over a period of at least three months, beginning after an initial
30-day waiting period.
It is expected that the ASDPs will be designed to comply with
Rule 10b5-1 under Securities Exchange Act of 1934, as
amended, applicable Canadian provincial securities
legislation, including the guidance under Ontario Securities
Commission's Staff Notice 55-701, and APUC's Insider Trading
Policy. Under applicable securities laws and the Company's
Insider Trading Policy, senior executives of APUC, including those
identified above who have established ASDPs (the "Participating
Executives"), are subject to limits on their ability to
sell securities of the Company. The ASDPs will
address this issue by permitting trades to be made, on an automatic
basis, in accordance with pre-arranged instructions given when the
Participating Executives were not in possession of any material
undisclosed information.
It is expected that the ASDPs will provide for the sale by one
or more independent brokers, during a period of no less than three
months following the end of an initial 30-day waiting
period, of up to: in the case of Mr. Robertson, 500,000 common
shares, in the case of Mr. Bronicheski, 480,000 common shares, in
the case of Mr. Jarratt, 400,000 common shares, and in the case of
Mr. Norman, 50,000 common shares; in each case in accordance with
the trading parameters, price and volume limits and other
instructions set out by the applicable Participating Executive in
the ASDPs. Pursuant to the terms of the ASDPs, it is expected
that the Participating Executives will not exercise any further
discretion or influence over how dispositions will occur and will
be subject to restrictions on their ability to modify, suspend or
terminate their participation in the ASDPs. In accordance with best
practices, the ASDPs will include a waiting period of 30 days from
the date of adoption for the first dispositions under the
plans. Each ASDP will also provide that sales be evenly
spaced among the months when selling is permitted, subject to
permitted carry forward allowances following months in which less
than the permitted maximum number of shares is sold.
Dispositions pursuant to the ASDPs will be reported by the
Participating Executives on SEDI in accordance with
applicable securities laws. Each such filing will bear a
notation to advise readers that the dispositions relate to an
ASDP.
Each of the Participating Executives has also advised APUC, as
has George Trisic (Chief Governance
Officer and Corporate Secretary) that, prior to March 31, 2020, they may exercise a portion of
their existing vested options and dispose of certain common shares
of APUC acquired upon such exercise (the "Option Share
Dispositions"). Pursuant to the Option Share
Dispositions, APUC anticipates that such executives may sell,
during the period up to March 31,
2020, up to: in the case of Mr. Robertson, 157,000 common
shares, in the case of Mr. Bronicheski, 50,000 common
shares, in the case of Mr. Jarratt, 100,000 common shares, in the
case of Mr. Norman, 217,000 common shares, and in the case of Mr.
Trisic, 60,000 common shares. Option Share Dispositions
completed by such executives will be reported by the Participating
Executives on SEDI in accordance with
applicable securities laws.
Assuming that all common shares of APUC that are subject to the
ASDPs are sold, and that all Option Share Dispositions are
completed, each of the executives will continue to have
significant equity interests in APUC in the form of common shares
and/or vested RSUs (collectively, "common share
equivalents") as follows: Mr. Robertson, more than
650,000 common share equivalents, Mr. Bronicheski, more than
90,000 common share equivalents, Mr. Jarratt, more than
650,000 common share equivalents, Mr. Norman, more than 26,500
common share equivalents, and Mr. Trisic, more than 124,000 common
share equivalents. Such equity ownership is in excess of the
minimum share ownership requirements applicable to each such
executive as established by APUC's board of directors.
About Algonquin Power & Utilities Corp.
APUC is a diversified international generation, transmission and
distribution utility with approximately U.S. $11 billion of total assets. Through its two
business groups, APUC is committed to providing safe, reliable and
cost effective rate-regulated natural gas, water, and electricity
generation, transmission and distribution utility services to
approximately 804,000 connections in the
United States and Canada,
and is a global leader in renewable energy through its portfolio of
long-term contracted wind, solar and hydroelectric generating
facilities representing over 2 GW of installed capacity and more
than 1.4 GW of incremental renewable energy capacity under
construction.
APUC strives to deliver continuing growth through an expanding
global pipeline of renewable energy, electric transmission, and
water infrastructure development projects, organic growth within
its rate-regulated generation, distribution and transmission
businesses, and the pursuit of accretive acquisitions. APUC's
common shares, Series A preferred shares, and Series D preferred
shares are listed on the Toronto Stock Exchange under the symbols
AQN, AQN.PR.A, and AQN.PR.D. APUC's common shares, Series 2018-A
subordinated notes and Series 2019-A subordinated notes are listed
on the New York Stock Exchange under the symbols AQN, AQNA and
AQNB.
Visit APUC at www.algonquinpowerandutilities.com and follow
us on Twitter @AQN_Utilities.
Caution Regarding Forward-Looking Information
Certain statements included in this news release constitute
''forward-looking information'' within the meaning of applicable
securities laws in each of the provinces of Canada and the respective policies,
regulations and rules under such laws and ''forward-looking
statements'' within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 (collectively, ''forward-looking
statements"). The words "will", "intends", "expects" and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Specific forward-looking statements contained in
this news release include, but are not limited to: the entering
into, the terms of and anticipated sales to be made under the ASDPs
and/or pursuant to any Option Share Dispositions and SEDI filings
related thereto. These statements are based on factors or
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including assumptions based on historical
trends, current conditions and expected future developments. Since
forward-looking statements relate to future events and conditions,
by their very nature they require making assumptions and involve
inherent risks and uncertainties. APUC cautions that although it is
believed that the assumptions are reasonable in the circumstances,
these risks and uncertainties give rise to the possibility that
actual results may differ materially from the expectations set out
in the forward-looking statements. Material risk factors include
those set out in APUC's MD&A and annual information form for
the year ended December 31, 2019.
Given these risks, undue reliance should not be placed on these
forward-looking statements, which apply only as of the date hereof.
Other than as specifically required by law, APUC undertakes no
obligation to update any forward-looking statements to reflect new
information, subsequent or otherwise.
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SOURCE Algonquin Power & Utilities Corp.