All financial figures are in Canadian dollars unless
otherwise noted.
CALGARY, AB, Aug. 31, 2022 /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 Rate Reset
Class A Preferred Shares, Series 15 ("Series 15 Shares") (TSX:
PPL.PR.O) on September 30, 2022.
As a result, and subject to certain terms of the Series 15
Shares, the holders of the Series 15 Shares will have the right to
elect to convert all or part of their Series 15 Shares on a
one-for-one basis into Cumulative Redeemable Floating Rate Class A
Preferred Shares, Series 16 of Pembina ("Series 16 Shares") on
October 3, 2022 (the "Conversion
Date"), being the first business day following the statutory
holiday on September 30, 2022.
Holders who do not exercise their right to convert their Series 15
Shares into Series 16 Shares will retain their Series 15
Shares.
As provided in the terms of the Series 15 Shares: (i) if Pembina
determines that there would remain outstanding immediately
following the conversion less than 1,000,000 Series 15 Shares, then
all remaining Series 15 Shares will be automatically converted into
Series 16 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 16 Shares outstanding immediately
following the conversion, no Series 15 Shares will be converted
into Series 16 Shares on the Conversion Date. There are currently
8,000,000 Series 15 Shares outstanding.
With respect to any Series 15 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 15 Shares for the five-year
period from and including September 30,
2022, to, but excluding, September
30, 2027, will be 6.164 percent, being equal to the
five-year Government of Canada
bond yield of 3.244 percent determined as of today plus 2.92
percent, in accordance with the terms of the Series 15 Shares.
With respect to any Series 16 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 16 Shares for the
three-month floating rate period from and including September 30, 2022, to, but excluding,
December 31, 2022, will be 6.238
percent, being equal to the annual rate of interest for the most
recent auction of 90-day Government of Canada treasury bills of 3.318 percent plus
2.92 percent, in accordance with the terms of the Series 16 Shares
(the "Floating Quarterly Dividend Rate"). The Floating Quarterly
Dividend Rate will be reset every quarter.
Beneficial holders of Series 15 Shares who wish to exercise
their right of conversion during the conversion period, which runs
from August 31, 2022, until
3:00 pm (MT) / 5:00 pm (ET) on September
19, 2022, 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 previously announced, the dividend payable on October 3, 2022, to holders of the Series 15
Shares of record on September 15,
2022, will be $0.2790 per
Series 15 Share, consistent with the dividend rate in effect since
the issuance of the Series 15 Shares. For more information on the
terms of the Series 15 Shares and the Series 16 Shares, please see
Pembina's articles of amendment dated October 2, 2017, relating to the creation of the
Series 15 Shares and the Series 16 Shares, which can be found on
SEDAR at www.sedar.com.
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.
- 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.
Forward-Looking Information and
Statements
This news release contains certain forward-looking statements
and forward-looking information (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 document contains forward-looking
statements pertaining to, without limitation, the conversion
rights, future dividend rates and payment terms for the Series 15
Shares and the Series 16 Shares.
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: oil and gas
industry exploration and development activity levels and the
geographic region of such activity; the success of Pembina's
operations; prevailing commodity prices, interest rates, carbon
prices, tax rates and exchange rates; the ability of Pembina to
maintain current credit ratings; the availability of capital to
fund future capital requirements relating to existing assets and
projects; future operating costs; geotechnical and integrity 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 certain other assumptions in respect of
Pembina's forward-looking statements detailed in Pembina's
Management's Discussion and Analysis and Annual Information Form
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.
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 and 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; and certain other risks and uncertainties detailed in
Pembina's Management's Discussion and Analysis and Annual
Information Form 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 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.
Investor Relations, (403)
231-3156, 1-855-880-7404, e-mail:
investor-relations@pembina.com, www.pembina.com