CALGARY, June 1, 2020 /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 19 ("Series 19 Shares") (TSX: PPL.PR.S) on
June 30, 2020 (the "Conversion
Date").
As a result, subject to certain terms of the Series 19 Shares,
the holders of the Series 19 Shares will have the right to convert
all or part of their Series 19 Shares on a one-for-one basis into
Cumulative Redeemable Floating Rate Class A Preferred Shares,
Series 20 of Pembina ("Series 20 Shares") on the Conversion Date.
Holders who do not exercise their right to convert their Series 19
Shares into Series 20 Shares will retain their Series 19
Shares.
As provided in the terms of the Series 19 Shares: (i) if Pembina
determines that there would remain outstanding immediately
following the conversion less than 1,000,000 Series 19 Shares, then
all remaining Series 19 Shares will be automatically converted into
Series 20 Shares on a one-for-one basis effective June 30, 2020; or (ii) if Pembina determines that
there would be less than 1,000,000 Series 20 Shares after
June 30, 2020, no Series 19 Shares
will be converted into Series 20 Shares on the Conversion Date.
There are currently 8,000,000 Series 19 Shares outstanding.
With respect to any Series 19 Shares that remain outstanding
after June 30, 2020, 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 19 Shares for
the five-year period from and including June
30, 2020 to, but excluding, June 30,
2025 will be 4.684 percent, being equal to the five-year
Government of Canada bond yield of
0.414 percent determined as of today plus 4.27 percent, in
accordance with the terms of the Series 19 Shares.
With respect to any Series 20 Shares that may be issued on
June 30, 2020, 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
Series 20 Shares for the three-month floating rate period from and
including June 30, 2020 to, but
excluding, September 1, 2020 will be
4.525 percent, being equal to the annual rate of interest for the
most recent auction of 90-day Government of Canada treasury bills of 0.255 percent plus
4.27 percent, in accordance with the terms of the Series 20 Shares
(the "Floating Quarterly Dividend Rate"). The Floating Quarterly
Dividend Rate will be reset every quarter.
Beneficial holders of Series 19 Shares who wish to exercise
their right of conversion during the conversion period, which runs
from June 1, 2020 until 3:00 (MT) /
5:00 pm (ET) on June 15, 2020, 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 June 30, 2020 to holders of the Series 19 Shares
of record on June 15, 2020 will be
$0.312500 per Series 19 Share,
consistent with the dividend rate in effect since issuance of the
Series 19 Shares. For more information on the terms of the Series
19 Shares and the Series 20 Shares, please see the prospectus
supplement dated March 25, 2015 which
can be found on SEDAR, under the profile of Veresen Inc., 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 65 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; an oil and natural gas liquids
infrastructure and logistics business; is growing an export
terminals business; and is currently developing a petrochemical
facility to convert propane into polypropylene. 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 Canadian Sedimentary Basin and the other basins
where Pembina operates can reach the highest value markets
throughout the world.
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 fair work culture; and
- 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. For more information,
visit www.pembina.com.
Forward-Looking Information and Statements
This news release 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 "should", "may", "intend", "will", "shall", "continue",
"if", "to be", "expects", and similar expressions suggesting future
events or future performance.
In particular, this news release contains forward-looking
statements relating to the conversion rights, future dividend rates
and payment terms for the Series 19 Shares and the Series 20
Shares. These forward-looking statements are being made by Pembina
based on certain assumptions that Pembina has made in respect
thereof as at the date of this news release, regarding, among other
things: 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; the ability to
obtain required regulatory approvals; and the availability of
coverage under Pembina's insurance policies (including in respect
of Pembina's business interruption insurance policy).
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. Readers are cautioned that events or
circumstances could cause actual results to differ materially from
those predicted, forecasted or projected. By their nature,
forward-looking statements involve numerous assumptions, known and
unknown risks and uncertainties that contribute to the possibility
that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual
performance and financial results in future periods to differ
materially from any projections of future performance or results
expressed or implied by such forward-looking statements. These
known and unknown risks and uncertainties, include, but are 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;
non-performance or default by counterparties to agreements which
Pembina or one or more of its affiliates has entered into in
respect of is business; the failure to realize the anticipated
benefits or synergies of completed acquisitions; adverse general
economic and market conditions in Canada, North
America and worldwide, including changes, or prolonged
weaknesses, as applicable, in interest rates, foreign currency
exchange rates, commodity prices, supply/demand trends and overall
industry activity levels; risks relating to widespread epidemics or
pandemic outbreaks, including the COVID-19 pandemic; 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, 2019, and in
Pembina's management's discussion and analysis for the three months
ended March 31, 2020, all of which
can be found at www.sedar.com and with the U.S. Securities and
Exchange Commission at www.sec.gov and are available on Pembina's
website at www.pembina.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.
Investor Relations, Scott Arnold,
(403) 231-3156, 1-855-880-7404, e-mail:
investor-relations@pembina.com, www.pembina.com