CALGARY, AL, May 31, 2022
/PRNewswire/ - TransAlta Corporation ("TransAlta" or the "Company")
(TSX: TA) (NYSE: TAC) announced today that it does not intend to
exercise its right to redeem all or any part of the currently
outstanding cumulative redeemable rate reset first preferred shares
Series C ("Series C Shares") (TSX: TA.PR.F) on June 30, 2022 (the "Conversion Date").
As a result and subject to certain conditions set out in the
prospectus supplement dated November 23,
2011 relating to the issuance of the Series C Shares, the
holders of the Series C Shares will have the right to convert all
or any of their Series C Shares into cumulative redeemable floating
rate first preferred shares Series D of the Company ("Series D
Shares") on the basis of one Series D Share for each Series C Share
on the Conversion Date.
With respect to any Series C Shares that remain outstanding
after June 30, 2022, holders thereof
will be entitled to receive quarterly fixed cumulative preferential
cash dividends, if, as and when declared by the Board of Directors
of TransAlta. The annual dividend rate for the Series C
Shares for the five-year period from and including June 30, 2022 to but excluding June 30, 2027, will be 5.85400%, being equal to
the five-year Government of Canada
bond yield of 2.75400% determined as of today plus 3.10000%, in
accordance with the terms of the Series C Shares.
With respect to any Series D Shares that may be issued on
June 30, 2022, 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 TransAlta. The annual dividend rate for the 3-month
floating rate period from and including June
30, 2022 to but excluding September
30, 2022 will be 4.57700%, being equal to the annual rate
for the most recent auction of 90-day Government of Canada Treasury
Bills of 1.47700% plus 3.10000%, in accordance with the terms of
the Series D Shares (the "Floating Quarterly Dividend Rate").
The Floating Quarterly Dividend Rate will be reset every
quarter.
As provided in the terms of the Series C Shares, if TransAlta
determines after reviewing all Series C Shares tendered for
conversion into Series D Shares that: (i) there would remain
outstanding on June 30, 2022, less
than 1,000,000 Series C Shares, all remaining Series C Shares shall
be converted automatically into Series D Shares on a one-for one
basis effective June 30, 2022; or
(ii) there would remain outstanding after June 30, 2022, less than 1,000,000 Series D
Shares, the holders of Series C Shares shall not be entitled to
convert their shares into Series D Shares effective June 30, 2022. There are currently
11,000,000 Series C Shares outstanding.
The Series C Shares are issued in "book entry only" form and
must be purchased or transferred through a participant in the CDS
depository service ("CDS Participant"). All rights of holders of
Series C Shares must be exercised through CDS or the CDS
Participant through which the Series C Shares are held. The
deadline for the registered shareholder to provide notice of
exercise of the right to convert Series C Shares into Series D
Shares is 3:00 p.m. (MST) /
5:00 p.m. (EST) on June 15, 2022. Any notices received after
this deadline will not be valid. As such, holders of Series C
Shares who wish to exercise their right to convert their shares
should contact their broker or other intermediary for more
information and it is recommended that this be done well in advance
of the deadline in order to provide the broker or other
intermediary with time to complete the necessary steps.
If TransAlta does not receive an election notice from a holder
of Series C Shares during the time fixed therefor, then the Series
C Shares shall be deemed not to have been converted (except in the
case of an automatic conversion). Holders of the Series C Shares
and the Series D Shares will have the opportunity to convert their
shares again on June 30, 2027, and
every five years thereafter as long as the shares remain
outstanding.
The Toronto Stock Exchange (TSX) has conditionally approved the
listing of the Series D Shares effective upon conversion.
Listing of the Series D Shares is subject to TransAlta fulfilling
all the listing requirements of the TSX.
About TransAlta Corporation:
TransAlta owns,
operates and develops a diverse fleet of electrical power
generation assets in Canada,
the United States and Australia with a focus on long-term
shareholder value. TransAlta provides municipalities, medium and
large industries, businesses and utility customers with clean,
affordable, energy-efficient and reliable power. Today, TransAlta
is one of Canada's largest
producers of wind power and Alberta's largest producer of hydroelectric
power. For over 100 years, TransAlta has been a responsible
operator and a proud community-member where its employees work and
live. TransAlta aligns its corporate goals with the UN Sustainable
Development Goals.
For more information about TransAlta, visit our web site at
transalta.com.
Cautionary Statement Regarding Forward-looking
Information:
This news release contains certain
information that is forward-looking and is subject to important
risks and uncertainties (such statements are usually accompanied by
words such as "may", "will", "should", "estimate", "intend" or
other similar words). Specifically, this news release contains
forward-looking information with respect to the Company, the Series
C Shares and the Series D Shares, including but not limited to
future conversions, redemptions and dividends. All forward-looking
information reflect the Company's beliefs and assumptions based on
information available at the time the statements were made and as
such are not guarantees of future performance. Readers are
cautioned not to place undue reliance on this forward-looking
information, which is given as of the date it is expressed in this
press release. TransAlta undertakes no obligation to update or
revise any forward-looking information except as required by law.
For additional information on the assumptions made, and the risks
and uncertainties which could cause actual results to differ from
those in the forward-looking information, refer to the Company's
Annual Report and Management's Discussion and Analysis, and the
risks set out in the prospectus supplement dated November 23, 2011 relating to the issuance of the
Series C Shares, filed under the Company's profile on SEDAR at
www.sedar.com and with the U.S. Securities and Exchange
Commission at www.sec.gov.
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SOURCE TransAlta Corporation