Capital Power Corporation Preferred shares

2.62100% Cumulative Rate Reset Preference Shares, Series 1

Toronto Stock Exchange (TSX) ticker symbol: CPX.PR.A
Date of TSX Listing: December 16, 2010
Shares Outstanding: 5,000,000
CUSIP: 14042M300

Preferred Shares (Series 1) conversion privilege and dividend rate notice (Dec/20)

On December 1, 2020, Capital Power notified registered shareholders of the Company’s Cumulative 5-Year Rate Reset Preference Shares, Series 1 (Series 1 Shares) of the conversion privilege and dividend rate notice. Series 1 shareholders had the right to elect to convert any or all of their Series 1 Shares into an equal number of Cumulative Floating Rate Preference Shares, Series 2 (Series 2 Shares). Following the conversion deadline on December 16, 2020, 687,245 Series 1 Shares were tendered for conversion, which was less than the one million shares required for conversion into Series 2 Shares. Accordingly, there were no Series 2 Shares issued as at December 31, 2020. Effective December 31, 2020, the Annual Fixed Dividend Rate for the Series 1 Shares for the next five year period was reset from 3.06% to 2.62100%.

Preferred Shares (Series 1) conversion privilege and dividend rate notice (Dec/15)

On December 1, 2015, Capital Power notified registered shareholders of the Company’s Cumulative 5-Year Rate Reset Preference Shares, Series 1 (Series 1 Shares) of the conversion privilege and dividend rate notice. Series 1 shareholders had the right to elect to convert any or all of their Series 1 Shares into an equal number of Cumulative Floating Rate Preference Shares, Series 2 (Series 2 Shares). Following the conversion deadline on December 16, 2015, approximately 930,800 Series 1 Shares were tendered for conversion, which was less than the one million shares required for conversion into Series 2 Shares. Accordingly, there were no Series 2 Shares issued as at December 31, 2015. Effective December 31, 2015, the Annual Fixed Dividend Rate for the Series 1 Shares for the next five year period was reset from 4.60% to 3.06%.

Excerpt from Initial Public Offering (IPO) Announcement

On December 1, 2010 Capital Power Corporation (“Capital Power”) (TSX:CPX) announced today that it will issue 5,000,000 Cumulative Rate Reset Preference Shares, Series 1 (the “Series 1 Shares”) at a price of $25 per Series 1 Share (the “Offering”) for aggregate gross proceeds of $125 million on a bought deal basis with a syndicate of underwriters, led by TD Securities Inc. and RBC Capital Markets.

The Series 1 Shares will pay fixed cumulative dividends of $1.15 per share per annum, yielding 4.60% per annum, payable on the last day of March, June, September and December of each year, as and when declared by the board of directors of Capital Power, for the initial five-year period ending December 31, 2015. The first quarterly dividend of $0.3308 per share is expected to be paid on March 31, 2011. The dividend rate will be reset on December 31, 2015 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 2.17%. The Series 1 Shares are redeemable by Capital Power, at its option, on December 31, 2015 and on December 31 of every fifth year thereafter.

Holders of Series 1 Shares will have the right to convert all or any part of their shares into Cumulative Floating Rate Preference Shares, Series 2 (the “Series 2 Shares”), subject to certain conditions, on December 31, 2015 and on December 31 of every fifth year thereafter. Holders of Series 2 Shares will be entitled to receive a cumulative quarterly floating dividend at a rate equal to the sum of the then 90-day Government of Canada Treasury Bill yield plus 2.17%, as and when declared by the board of directors of Capital Power.

The Offering is expected to close on or about December 16, 2010. Net proceeds will be lent to Capital Power L.P. pursuant to a subordinated debt agreement. Capital Power L.P. will use the funds to repay a portion of the outstanding balance under its credit facilities which were used to fund the acquisition of Island Generation and for general corporate purposes.

Standard & Poor’s, a division of the McGraw Hill Companies, Inc. (“S&P”) has assigned a preliminary rating of P-3 (High) for the Series 1 Shares and DBRS Limited (“DBRS”) has assigned a rating of Pfd-3 (low) for the Series 1 Shares.

The Series 1 Shares will be issued pursuant to a short form prospectus that will be filed with securities regulatory authorities in Canada. The Offering is subject to receipt of all necessary regulatory and stock exchange approvals.

The Series 1 Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any security, and shall not constitute an offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Summary

Dividends Declared

(1) Initial quarterly dividend represents the time period from when the initial share offering closed on December 16, 2010 to March 31, 2011.

Eligible Dividend Designation

The dividends are 100 per cent eligible dividends as defined by the Income Tax Act. Under this legislation, individual residents in Canada may be entitled to enhanced dividend tax credits that reduce the income tax otherwise payable.

Last updated: November 16, 2017