CALGARY, May 31, 2017 /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, 2017 (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 elect to
convert all or any of their Series C Shares into Cumulative
Redeemable 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, 2017, 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, 2017 to but excluding June 30, 2022, will be 4.027%, being equal to the
five-year Government of Canada bond yield of 0.927% determined
as of today plus 3.10%, in accordance with the terms of the Series
C Shares.
With respect to any Series D Shares that may be issued
on June 30, 2017, 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, 2017 to but
excluding September 30, 2017 will be
3.629%, being equal to the annual rate for the most recent auction
of 90-day Government of Canada Treasury Bills of 0.529% plus 3.10%,
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 share conditions of the Series C Shares: (i)
if TransAlta determines that there would remain outstanding on
June 30, 2017, 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, 2017; or (ii) if TransAlta
determines that there would remain outstanding after June 30, 2017, less than 1,000,000 Series D
Shares, Series C Shares shall not be entitled to convert their
shares into Series D Shares effective June
30, 2017. 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, 2017. 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, 2022, 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 is a power generation and wholesale marketing
company focused on creating long-term shareholder value. TransAlta
maintains a low-to-moderate risk profile by operating a highly
contracted portfolio of assets in Canada, the United
States and Australia.
TransAlta's focus is to efficiently operate wind, hydro, solar,
natural gas and coal facilities in order to provide customers with
a reliable, low-cost source of power. For over 100 years, TransAlta
has been a responsible operator and a proud contributor to the
communities in which it works and lives. TransAlta has been
recognized on CDP's Canadian Climate Disclosure Leadership Index
(CDLI), which includes Canada's
top 20 leading companies reporting on climate change, and has been
selected by Corporate Knights as one of Canada's Top 50 Best Corporate Citizens and is
recognized globally for its leadership on sustainability and
corporate responsibility standards by FTSE4Good.
For more information about TransAlta, visit our web site at
transalta.com, or follow us on Twitter @TransAlta.
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 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.
SOURCE TransAlta Corporation