In the news release, "Pembina Pipeline Corporation Provides
Notice of Series 3 Preferred Share Conversion Right and Announces
Reset Dividend Rates," issued earlier today by Pembina Pipeline
Corporation over Cision, we are advised by the company that the
opening paragraph referred to a ticker symbol, which should read
"TSX: PPL.PR.C" rather than "TSX: PPL.PR.A" as originally issued
inadvertently. The complete, corrected release follows:
Pembina Pipeline Corporation Provides Notice of Series 3 Preferred
Share Conversion Right and Announces Reset Dividend Rates
CALGARY, Jan. 30, 2019 /PRNewswire/ - Pembina Pipeline
Corporation ("Pembina") (TSX: PPL; NYSE:
PBA) announced today that it does not intend to exercise its
right to redeem the currently outstanding Cumulative Redeemable
Rate Reset Class A Preferred Shares, Series 3 ("Series 3 Shares")
(TSX: PPL.PR.C) on March 1, 2019 (the
"Conversion Date").
As a result, and subject to certain terms of the Series 3
Shares, as described in the prospectus supplement dated
September 25, 2013 relating to the
issuance of the Series 3 Shares, the holders of the Series 3 Shares
will have the right to elect to convert all or any of their Series
3 Shares into Cumulative Redeemable Floating Rate Class A Preferred
Shares, Series 4 of Pembina ("Series 4 Shares") on the basis of one
Series 4 Share for each Series 3 Share on the Conversion Date.
With respect to any Series 3 Shares that remain outstanding
after March 1, 2019, 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 3 Shares
for the five-year period from and including March 1, 2019 to, but excluding, March 1, 2024 will be 4.478%, being equal to the
five-year Government of Canada
bond yield of 1.878% determined as of today plus 2.60%, in
accordance with the terms of the Series 3 Shares.
With respect to any Series 4 Shares that may be issued on
March 1, 2019, 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 for the
3-month floating rate period from and including March 1, 2019 to, but excluding, June 1, 2019 will be 4.227%, being equal to the
annual rate of interest for the most recent auction of 90-day
Government of Canada treasury
bills of 1.627% plus 2.60%, in accordance with the terms of the
Series 4 Shares (the "Floating Quarterly Dividend Rate"). The
Floating Quarterly Dividend Rate will be reset every quarter.
As provided in the terms of the Series 3 Shares: (i) if Pembina
determines that there would remain outstanding immediately
following the conversion less than 1,000,000 Series 3 Shares, all
remaining Series 3 Shares will be converted automatically into
Series 4 Shares on a one-for-one basis effective March 1, 2019; or (ii) if Pembina determines that
there would remain outstanding immediately following the
conversion, less than 1,000,000 Series 4 Shares, holders of Series
3 Shares will not be entitled to convert their Series 3 Shares into
Series 4 Shares on the Conversion Date. There are currently
6,000,000 Series 3 Shares outstanding.
The Series 3 Shares are issued in "book entry only" form and, as
such, the sole registered holder of the Series 3 Shares is the
Canadian Depositary for Securities Limited ("CDS"). All
rights of holders of Series 3 Shares must be exercised through CDS
or the CDS participant through which the Series 3 Shares are
held. The deadline for the registered shareholder (CDS) to
provide notice of exercise of the right to convert Series 3 Shares
into Series 4 Shares is 3:00 p.m.
(MST) / 5:00 p.m. (EST) on
February 14, 2019. Any notices
received after this deadline will not be valid. As such,
holders of Series 3 Shares who wish to exercise their right to
convert their Series 3 Shares into Series 4 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 the time to
complete the necessary steps.
If Pembina does not receive an election notice from CDS during
the time fixed therefor, then the Series 3 Shares shall be deemed
not to have been converted (except in the case of an automatic
conversion). Holders of Series 3 Shares and Series 4 Shares
will have an opportunity to convert their shares again on
March 1, 2024, and every five years
thereafter as long as the shares remain outstanding.
As previously announced, the dividend payable on March 1, 2019 to holders of the Series 3 Shares
of record on February 1, 2019 will be
$0.293750 per Series 3 Share,
consistent with the dividend rate in effect since issuance of the
Series 3 Shares on October 2,
2013.
For more information on the terms of, and risks associated with
an investment in, the Series 3 Shares and the Series
4 Shares, please see Pembina's prospectus supplement dated
September 25, 2013, which can be
found at www.sedar.com.
About Pembina
Calgary-based Pembina Pipeline
Corporation is a leading transportation and midstream service
provider that has been serving North
America's energy industry for over 60 years. Pembina owns an
integrated system of pipelines that transport various hydrocarbon
liquids and natural gas products produced primarily in western
Canada. The Company also owns gas
gathering and processing facilities and an oil and natural gas
liquids infrastructure and logistics business. Pembina's integrated
assets and commercial operations along the majority of the
hydrocarbon value chain allow it to offer a full spectrum of
midstream and marketing services to the energy sector. Pembina is
committed to identifying additional opportunities to connect
hydrocarbon production to new demand locations through the
development of infrastructure that would extend Pembina's service
offering even further along the hydrocarbon value chain. These new
developments will contribute to ensuring that hydrocarbons produced
in the Western Canada Sedimentary Basin and the other basins where
Pembina operates can reach the highest value markets throughout the
world.
Pembina strives to provide sustainable, industry-leading total
returns for our investors; reliable and value-added services for
our customers; a net positive impact to communities; and a safe,
respectful, collaborative and fair work culture for our
employees.
Pembina's strategy is to:
- Preserve value by providing safe, environmentally
conscious, cost-effective and reliable services;
- Diversify by providing integrated solutions which
enhance profitability and customer service;
- Implement Growth by pursuing projects or assets that are
expected to generate cash flow per share accretion and capture
long-life, economic hydrocarbon reserves; and
- Secure Global Markets by understanding what the world
needs, where they need it, and delivering it.
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 document contains certain forward-looking statements and
information (collectively, "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
"intend", "will", "shall", and similar expressions suggesting
future events or future performance.
In particular, this news release contains forward-looking
statements and information relating to the conversion rights,
future dividend rates and payment terms for the Series 3 Shares and
the Series 4 Shares. These forward-looking statements and
information are being made by Pembina based on certain assumptions
that Pembina has made in respect thereof as at the date of this
document, including: prevailing commodity prices, margins and
exchange rates, that Pembina's businesses will continue to achieve
sustainable financial results and that future results of
operations will be consistent with past performance and management
expectations in relation thereto, the availability and sources of
capital, operating costs, ongoing utilization and future
expansions, the ability to reach required commercial agreements,
and the ability to obtain required regulatory approvals.
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: non-performance
of agreements in accordance with their terms; the impact of
competitive entities and pricing; reliance on key industry
partners, alliances and agreements; the strength and operations of
the oil and natural gas production industry and related commodity
prices; the continuation or completion of third-party projects;
regulatory environment and inability to obtain required regulatory
approvals; tax laws and treatment; fluctuations in operating
results; the ability of Pembina to raise sufficient capital to
complete future projects and satisfy future commitments;
construction delays; labour and material shortages; and certain
other risks detailed from time to time in Pembina's public
disclosure documents including, among other things, those detailed
under the heading "Risk Factors" in Pembina's management's
discussion and analysis and annual information form for the year
ended December 31, 2017, which can be
found at www.sedar.com.
Accordingly, readers are cautioned that events or
circumstances could cause results to differ materially from those
predicted, forecasted or projected. Such forward-looking
statements are expressly qualified by the above statements.
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.
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SOURCE Pembina Pipeline Corporation