CALGARY, AB, March 1, 2021 /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 portion of the currently outstanding
Cumulative Redeemable Rate Reset First Preferred Shares, Series A
("Series A Shares") (TSX: TA.PR.D) and the Cumulative Redeemable
Floating Rate First Preferred Shares, Series B ("Series B Shares")
(TSX: TA.PR.E) on March 31, 2021 (the
"Conversion Date").
As a result, and subject to certain conditions, the holders
of the Series A Shares will have the right to elect to: (a) retain
any or all of their Series A Shares and continue to receive a fixed
rate quarterly dividend; or (b) convert all or any of their Series
A Shares into Series B Shares on the basis of one Series B Share
for each Series A Share on the Conversion Date and receive a
floating rate quarterly dividend.
Comparably, subject to certain conditions, the holders of the
Series B Shares will have the right to elect to: (a) retain any or
all of their Series B Shares and continue to receive a floating
rate quarterly dividend; or (b) convert all or any of their Series
B Shares into Series A Shares on the basis of one Series A Share
for each Series B Share on the Conversion Date and receive a fixed
rate quarterly dividend.
As provided in the share terms, the foregoing conversion right
is subject to the conditions that: (i) if TransAlta determines that
there would remain outstanding immediately following the
conversion, less than 1,000,000 Series A Shares, holders of Series
B Shares shall not be entitled to convert their shares into Series
A Shares, and the remaining Series A Shares will automatically
convert to Series B Shares, on the Conversion Date; or (ii) if
TransAlta determines that there would remain outstanding
immediately after the conversion, less than 1,000,000 Series B
Shares, holders of Series A Shares shall not be entitled to convert
their shares into Series B Shares, and the remaining Series B
Shares will automatically convert to Series A Shares, on the
Conversion Date. There are currently 10,175,380 Series A
Shares outstanding and 1,824,620 Series B Shares.
Should a holder of Series A Shares choose to retain their
shares, such shareholders will receive quarterly fixed dividend
rate applicable to Series A Shares of 0.71925% (2.87700% on an
annualized basis) for the five-year period from and including
March 31, 2021 to but excluding
March 31, 2026. Should a holder of
Series A Shares choose to convert their shares to Series B Shares,
the Series B Shares that may be issued on the Conversion Date will
receive the floating quarterly dividend rate applicable to the
Series B Shares of 0.52431% (2.10300% on an annualized basis) for
the three-month period from and including March 31, 2021 to but excluding June 30, 2021. The floating dividend rate
will be reset every quarter.
Should a holder of Series B Shares choose to retain their
shares, such shareholders will receive the floating quarterly
dividend rate applicable to Series B Shares of 0.52431% (2.10300%
on an annualized basis) for the three-month period from and
including March 31, 2021 to but
excluding June 30, 2021. The floating
dividend rate will be reset every quarter. Should a holder of
Series B Shares choose to convert their shares to Series A Shares,
holders of Series A Shares will receive the new fixed quarterly
dividend rate applicable to the Series A Shares of 0.71925%
(2.87700% on an annualized basis) for the five-year period from and
including March 31, 2021 to but
excluding March 31, 2026.
The Series A Shares and Series B 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 A Shares and Series B Shares must
be exercised through CDS or the CDS Participant through which the
shares are held. The deadline for the registered shareholder to
provide notice of exercise of the right to convert Series A Shares
into Series B Shares, or Series B Shares into Series A Shares, as
applicable, is 3:00 p.m. (MST) /
5:00 p.m. (EST) on March 16, 2021. Any notices received after
this deadline will not be valid. As such, holders of Series A
Shares or Series B 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 as soon as possible and 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 A Shares or Series B Shares during the time fixed
therefor, then such shares shall be deemed not to have been
converted (except in the case of an automatic conversion described
above). Holders of the Series A Shares and the Series B Shares will
have the opportunity to convert their shares again on March 31, 2026, and every five years thereafter
as long as the shares remain outstanding. For more information
on the terms of the Series A Shares and the Series B Shares, please
see TransAlta's articles of amalgamation, including the share terms
and shares in series schedule attached thereto as Schedule "A",
which are available on the Company's website under
Governance.
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 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 and we have been recognized by CDP (formerly
Climate Disclosure Project) as an industry leader on Climate Change
Management, having recently achieved an A- score from CDP.
For more information about TransAlta, visit our web site at
transalta.com.
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 A Shares and
the Series B 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 Dec. 3, 2010 relating to the issuance of the
Series A 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