CALGARY, Aug. 30, 2019 /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 G ("Series G Shares") (TSX: TA.PR.J) on September 30, 2019 (the "Conversion Date").
As a result, and subject to certain conditions, the holders
of the Series G Shares will have the right to elect to convert all
or any of their Series G Shares into Cumulative Redeemable Floating
Rate First Preferred Shares, Series H of the Company ("Series H
Shares") on the basis of one Series H Share for each Series G Share
on the Conversion Date.
As provided in the share terms of the Series G Shares, 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 G
Shares, all remaining Series G Shares shall be converted
automatically into Series H Shares on a one-for one basis effective
September 30, 2019; or (ii) if
TransAlta determines that there would remain outstanding
immediately after the conversion, less than 1,000,000 Series H
Shares, holders of Series G Shares shall not be entitled to convert
their shares into Series H Shares on the Conversion
Date. There are currently 6,000,000 Series G Shares
outstanding.
With respect to any Series G Shares that remain outstanding
after September 30, 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 TransAlta. The annual dividend rate for the Series
G Shares for the five-year period from and including September 30, 2019 to but excluding September 30, 2024, will be 4.988%, being equal
to the five-year Government of Canada bond yield of 1.188%
determined as of today plus 3.80%, in accordance with the terms of
the Series G Shares.
With respect to any Series H Shares that may be issued
on September 30, 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 TransAlta. The annual dividend rate for the 3-month floating
rate period from and including September 30, 2019 to but
excluding December 31, 2019 will be
5.438%, being equal to the annual rate for the most recent auction
of 90-day Government of Canada Treasury Bills of 1.638% plus 3.80%,
in accordance with the terms of the Series H Shares (the "Floating
Quarterly Dividend Rate"). The Floating Quarterly Dividend Rate
will be reset every quarter.
The Series G 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 G Shares must be exercised through CDS or the CDS
Participant through which the Series G Shares are held. The
deadline for the registered shareholder to provide notice of
exercise of the right to convert Series G Shares into Series H
Shares is 3:00 p.m. (MST) /
5:00 p.m. (EST) on September 15, 2019. Any notices received
after this deadline will not be valid. As such, holders of Series G
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 G Shares during the time fixed therefor, then the Series
G Shares shall be deemed not to have been converted (except in the
case of an automatic conversion). Holders of the Series G Shares
and the Series H Shares will have the opportunity to convert their
shares again on September 30, 2024,
and every five years thereafter as long as the shares remain
outstanding. For more information on the terms of the Series G
Shares and the Series H 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 the Investor Centre
(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. We provide municipalities, medium and large
industries, businesses and utility customers clean, affordable,
energy efficient, and reliable power. Today, we are one of
Canada's largest producers of wind
power and Alberta's largest
producer of hydro-electric 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. We are also proud to have achieved
the Silver level PAR (Progressive Aboriginal
Relations) designation by the Canadian Council for
Aboriginal Business.
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 G Shares and
the Series H 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 August 8, 2014 relating to the issuance of the
Series G 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
