CALGARY,
AB, Aug. 31, 2022 /CNW/ - 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 E ("Series E
Shares") (TSX: TA.PR.H) on September 30,
2022 (the "Conversion Date").
As a result and subject to certain conditions set out in the
prospectus supplement dated August 3,
2012 relating to the issuance of the Series E Shares, the
holders of the Series E Shares will have the right to convert all
or any of their Series E Shares into cumulative redeemable floating
rate first preferred shares Series F of the Company ("Series F
Shares") on the basis of one Series F Share for each Series E Share
on the Conversion Date.
With respect to any Series E Shares that remain outstanding
after September 30, 2022, 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 E Shares for the five-year period from and including
September 30, 2022 to but excluding
September 30, 2027, will be 6.89400%,
being equal to the five-year Government of Canada bond yield of 3.24400% determined as of
today plus 3.65000%, in accordance with the terms of the Series E
Shares.
With respect to any Series F Shares that may be issued on
September 30, 2022, 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, 2022 to but excluding December 31, 2022 will be 6.96800%, being equal
to the annual rate for the most recent auction of 90-day Government
of Canada Treasury Bills of 3.31800% plus 3.65000%, in accordance
with the terms of the Series E Shares (the "Floating Quarterly
Dividend Rate"). The Floating Quarterly Dividend Rate will be
reset every quarter.
As provided in the terms of the Series E Shares, if TransAlta
determines after reviewing all Series E Shares tendered for
conversion into Series F Shares that: (i) there would remain
outstanding on September 30, 2022,
less than 1,000,000 Series E Shares, all remaining Series E Shares
shall be converted automatically into Series F Shares on a one-for
one basis effective September 30,
2022; or (ii) there would remain outstanding after
September 30, 2022, less than
1,000,000 Series F Shares, the holders of Series E Shares shall not
be entitled to convert their shares into Series F Shares effective
September 30, 2022. There are
currently 9,000,000 Series E Shares outstanding.
The Series E 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 E Shares must be exercised through CDS or the CDS
Participant through which the Series E Shares are held. The
deadline for the registered shareholder to provide notice of
exercise of the right to convert Series E Shares into Series F
Shares is 3:00 p.m. (MST) /
5:00 p.m. (EST) on September 15, 2022. Any notices received
after this deadline will not be valid. As such, holders of Series E
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 E Shares during the time fixed therefor, then the Series
E Shares shall be deemed not to have been converted (except in the
case of an automatic conversion). Holders of the Series E Shares
and the Series F Shares will have the opportunity to convert their
shares again on September 30, 2027,
and every five years thereafter as long as the shares remain
outstanding.
As previously announced on July 27,
2022, holders of Series E shares as of the record date of
September 1, 2022 will receive a
dividend of $0.32463 payable on
September 30, 2022, in respect of the
period starting from and including June 30,
2022 up to but excluding September
30, 2022, regardless of whether the holder elects to convert
their Series E Shares into Series F Shares on the Conversion
Date.
The Toronto Stock Exchange (TSX) has conditionally approved the
listing of the Series F Shares effective upon conversion.
Listing of the Series F Shares is subject to TransAlta fulfilling
all the listing requirements of the TSX.
About TransAlta:
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 with 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
hydro-electric power. For over 111 years, TransAlta has been a
responsible operator and a proud member of the communities where we
operate and where our employees work and live. TransAlta aligns its
corporate goals with the UN Sustainable Development
Goals and its climate change strategy with CDP
(formerly Climate Disclosure Project) and the Task Force on
Climate-related Financial Disclosures (TCFD)
recommendations. TransAlta has achieved a
61 per cent reduction in GHG emissions since 2015.
For more information about
TransAlta, visit its website 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 E Shares and
the Series F 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 3, 2012 relating to the issuance of the
Series E 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