CALGARY,
AB, Jan. 16, 2023 /PRNewswire/ - Pembina
Pipeline Corporation ("Pembina" or the "Company") (TSX: PPL);
(NYSE: PBA) announced today that it does not intend to exercise its
right to redeem the currently outstanding Cumulative Redeemable
Minimum Rate Reset Class A Preferred Shares, Series 25 ("Series 25
Shares") (TSX: PPL.PF.E) on February 15,
2023. The Company also announced that its Board of Directors
has declared quarterly dividends for the Company's preferred
shares, Series 1, 3, 5, 7, 9, 15, 17, 19, 21 and 25.
Series 25 Preferred Share
Conversion Right and Reset Dividend Rates
As a result of the decision not to redeem the Series 25 Shares,
and subject to certain terms of the Series 25 Shares, the holders
of the Series 25 Shares will have the right to elect to convert all
or part of their Series 25 Shares on a one-for-one basis into
Cumulative Redeemable Floating Rate Class A Preferred Shares,
Series 26 of Pembina ("Series 26 Shares") on February 15, 2023 (the "Conversion Date").
Holders who do not exercise their right to convert their Series 25
Shares into Series 26 Shares will retain their Series 25
Shares.
As provided in the terms of the Series 25 Shares: (i) if Pembina
determines that there would remain outstanding immediately
following the conversion less than 1,000,000 Series 25 Shares, then
all remaining Series 25 Shares will be automatically converted into
Series 26 Shares on a one-for-one basis effective as of the
Conversion Date; or (ii) if Pembina determines that there would be
less than 1,000,000 Series 26 Shares outstanding immediately
following the conversion, no Series 25 Shares will be converted
into Series 26 Shares on the Conversion Date. There are currently
10,000,000 Series 25 Shares outstanding.
With respect to any Series 25 Shares that remain outstanding
after the Conversion Date, holders thereof will be entitled to
receive quarterly fixed cumulative preferential cash dividends, if,
as and when declared by the Board of Directors of Pembina. The
annual dividend rate for the Series 25 Shares for the five-year
period from and including February 15,
2023, to, but excluding, February 15,
2028, will be 6.481 percent, being equal to the five-year
Government of Canada bond yield of
2.971 percent determined as of today plus 3.51 percent, in
accordance with the terms of the Series 25 Shares.
With respect to any Series 26 Shares that may be issued on the
Conversion Date, holders thereof will be entitled to receive
quarterly floating rate cumulative preferential cash dividends, if,
as and when declared by the Board of Directors of Pembina. The
annual dividend rate applicable to the Series 26 Shares for the
three-month floating rate period from and including February 15, 2023, to, but excluding,
May 15, 2023, will be 7.866 percent,
being equal to the annual rate of interest for the most recent
auction of 90-day Government of Canada treasury bills of 4.356 percent plus
3.51 percent, in accordance with the terms of the Series 26 Shares
(the "Floating Quarterly Dividend Rate"). The Floating Quarterly
Dividend Rate will be reset on the 15th day of February,
May, August and November in each year.
Beneficial holders of Series 25 Shares who wish to exercise
their right of conversion during the conversion period, which runs
from January 16, 2023, until
3:00 pm (MT) / 5:00 pm (ET) on January
31, 2023, should communicate as soon as possible with their
broker or other intermediary for more information. It is
recommended that this be done well in advance of the deadline in
order to provide the broker or other intermediary with the time to
complete the necessary steps. Any notices received after this
deadline will not be valid.
As announced below, the dividend payable on February 15, 2023, to holders of the Series 25
Shares of record on January 31, 2023,
will be $0.3250 per Series 25 Share,
consistent with the dividend rate in effect since the issuance of
the Series 25 Shares. For more information on the terms of the
Series 25 Shares and the Series 26 Shares, please see Pembina's
articles of amendment dated December 16,
2019, relating to the creation of the Series 25 Shares and
the Series 26 Shares, which can be found on SEDAR at
www.sedar.com.
Quarterly Preferred Share
Dividends
Series 1, 3, 5, 7, 9 and 21 preferred share dividends are
payable on March 1, 2023, to
shareholders of record on February 1,
2023. Series 15, 17 and 19 preferred share dividends are
payable on March 31, 2023, to
shareholders of record on March 15,
2023. Series 25 preferred share dividends are payable on
February 15, 2023, to shareholders of
record on January 31, 2023.
Series
|
Dividend
Amount
|
Preferred Shares,
Series 1 (PPL.PR.A)
|
$0.306625
|
Preferred Shares,
Series 3 (PPL.PR.C)
|
$0.279875
|
Preferred Shares,
Series 5 (PPL.PR.E)
|
$0.285813
|
Preferred Shares,
Series 7 (PPL.PR.G)
|
$0.273750
|
Preferred Shares,
Series 9 (PPL.PR.I)
|
$0.268875
|
Preferred Shares,
Series 15 (PPL.PR.O)
|
$0.385250
|
Preferred Shares,
Series 17 (PPL.PR.Q)
|
$0.301313
|
Preferred Shares,
Series 19 (PPL.PR.S)
|
$0.292750
|
Preferred Shares,
Series 21 (PPL.PF.A)
|
$0.306250
|
Preferred Shares,
Series 25 (PPL.PF.E)
|
$0.325000
|
Confirmation of Record and Payment Date Policy
Pembina pays cash dividends in Canadian dollars on its preferred
shares Series 1, 3, 5, 7, 9 and 21 on the first day of March, June,
September and December in each year, if, as and when declared by
the Board of Directors to shareholders of record on the first day
of the preceding month, or, if such payment or record date is not a
business day, the next succeeding business day after the weekend or
statutory holiday. Dividends on the preferred shares Series 15, 17
and 19 are payable on the last day of March, June, September and
December in each year, if, as and when declared by the Board of
Directors to shareholders of record on the 15th day of
the same month, or, if such payment or record date is not a
business day, the next succeeding business day after the weekend or
statutory holiday. Dividends on the preferred shares Series 25 are
payable on the 15th day of February, May, August and
November in each year, if, as and when declared by the Board of
Directors to shareholders of record on the last day of the
preceding month, or, if such payment or record date is not a
business day, the next succeeding business day after the weekend or
statutory holiday.
Conference Call and Webcast
Details for Fourth Quarter 2022 Results
Pembina will release its fourth quarter 2022 results on
Thursday, February 23, 2023, after
markets close. A conference call and webcast have been scheduled
for Friday, February 24, 2023, at
8:00 a.m. MT (10:00 a.m. ET) for interested investors,
analysts, brokers and media representatives.
The conference call dial-in numbers for Canada and the U.S. are 1-416-764-8646 or
1-888-396-8049. A recording of the conference call will be
available for replay until Friday, March 3,
2023 at 11:59 p.m. ET. To
access the replay, please dial either 1-416-764-8692 or
1-877-674-7070 and enter the password 023183#
A live webcast of the conference call can be accessed on
Pembina's website at www.pembina.com under Investor Centre,
Presentation & Events, or by entering:
https://events.q4inc.com/attendee/612289257 in your web browser.
Shortly after the call, an audio archive will be posted on the
website for a minimum of 90 days.
About Pembina
Pembina Pipeline Corporation is a leading energy transportation
and midstream service provider that has served North America's energy industry for more than
65 years. Pembina owns an integrated network of hydrocarbon liquids
and natural gas pipelines, gas gathering and processing facilities,
oil and natural gas liquids infrastructure and logistics services,
and a growing export terminals business. Through our integrated
value chain, we seek to provide safe and reliable infrastructure
solutions which connect producers and consumers of energy across
the world, support a more sustainable future and benefit our
customers, investors, employees and communities. For more
information, please visit pembina.com.
Purpose of Pembina:
To be the leader in delivering integrated infrastructure
solutions connecting global markets:
- Customers choose us first for reliable and value-added
services;
- Investors receive sustainable industry-leading total
returns;
- Employees say we are the 'employer of choice' and value
our safe, respectful, collaborative and inclusive work culture;
and
- Communities welcome us and recognize the net positive
impact of our social and environmental commitment.
Pembina is structured into three Divisions: Pipelines Division,
Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on the Toronto and New
York stock exchanges under PPL and PBA, respectively. For
more information, visit www.pembina.com.
Forward-Looking Information and
Statements
This news release contains certain forward-looking
information and statements (collectively, "forward-looking
statements"), including forward-looking statements within the
meaning of the "safe harbor" provisions of applicable securities
legislation, that are based on Pembina's current expectations,
estimates, projections and assumptions in light of its experience
and its perception of historical trends. In some cases,
forward-looking statements can be identified by terminology such as
"continue", "anticipate", "schedule", "will", "expects",
"estimate", "potential", "planned", "future", "outlook",
"strategy", "protect", "trend", "commit", "maintain", "focus",
"ongoing", "believe" and similar expressions suggesting future
events or future performance.
In particular, this news release contains forward-looking
statements relating to, without limitation, the conversion rights,
future dividend rates and payment terms for the Series 25 Shares
and the Series 26 Shares, future dividends which may be declared on
Pembina's preferred shares and the timing and the amount thereof
and the timing of the release of Pembina's fourth quarter 2022
results. The forward-looking statements are based on certain
assumptions that Pembina has made in respect thereof as at the date
of this news release regarding, among other things: the success of
Pembina's operations and growth projects; prevailing commodity
prices, margins, volumes and exchange rates; that Pembina's future
results of operations will be consistent with past performance and
management expectations in relation thereto; the availability of
capital to fund future capital requirements relating to existing
assets and projects; future operating costs; that all required
regulatory and environmental approvals can be obtained on the
necessary terms in a timely manner; prevailing regulatory, tax and
environmental laws and regulations; maintenance of operating
margins; and the availability of coverage under Pembina's insurance
policies (including in respect of Pembina's business interruption
insurance policy).
Although Pembina believes the expectations and material
factors and assumptions reflected in these forward-looking
statements are reasonable as of the date hereof, there can be no
assurance that these expectations, factors and assumptions will
prove to be correct. These forward-looking statements are not
guarantees of future performance and are subject to a number of
known and unknown risks and uncertainties including, but not
limited to: the regulatory environment and decisions; Indigenous
and landowner consultation requirements; the impact of competitive
entities and pricing; reliance on third parties to successfully
operate and maintain certain assets; the strength and operations of
the oil and natural gas production industry and related commodity
prices; non-performance or default by counterparties to agreements
which Pembina or one or more of its affiliates has entered into in
respect of its business; actions by governmental or regulatory
authorities; the ability of Pembina to acquire or develop the
necessary infrastructure in respect of future development projects;
fluctuations in operating results; adverse general economic and
market conditions in Canada,
North America and worldwide; risks
relating to the current and potential adverse impacts of the
COVID-19 pandemic; the ability to access various sources of debt
and equity capital; changes in credit ratings; counterparty credit
risk; the conflict between Ukraine
and Russia and its potential
impact on, among other things, global market conditions and supply
and demand, energy and commodity prices; interest rates, supply
chains and the global economy generally; and certain other risks
and uncertainties detailed in Pembina's management's discussion and
analysis and annual information form, each for the year ended
December 31, 2021, and from time to
time in Pembina's public disclosure documents available at
www.sedar.com, www.sec.gov and through Pembina's website at
www.pembina.com.
This list of risk factors should not be construed as
exhaustive. Readers are cautioned that events or circumstances
could cause actual results to differ materially from those
predicted, forecasted or projected. The forward-looking statements
contained in this news release speak only as of the date hereof.
Pembina does not undertake any obligation to publicly update or
revise any forward-looking statements or information contained
herein, except as required by applicable laws. The forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement.
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SOURCE Pembina Pipeline Corporation