Capital Power Corporation Preferred shares

5.453% Cumulative Rate Reset Preference Shares, Series 3

Toronto Stock Exchange (TSX) ticker symbol: CPX.PR.C
Date of TSX Listing: December 18, 2012
Shares Outstanding: 6,000,000
CUSIP: 14042M508

Preferred Shares (Series 3) conversion privilege and dividend rate notice

On December 3, 2018, Capital Power notified registered shareholders of the Company’s Cumulative 5-Year Rate Reset Preference Shares, Series 3 (Series 3 Shares) of the conversion privilege and dividend rate notice. Series 3 shareholders had the right to elect to convert any or all of their Series 3 Shares into an equal number of Cumulative Floating Rate Preference Shares, Series 4 (Series 4 Shares). Following the conversion deadline on December 17, 2018, approximately 47,270 Series 3 Shares were tendered for conversion, which was less than the one million shares required for conversion into Series 4 Shares. Accordingly, 6,000,000 Series 3 Shares remain outstanding and there were no Series 4 Shares issued as at December 31, 2018. Effective December 31, 2018, the Annual Fixed Dividend Rate for the Series 3 Shares for the next five year period was reset to 5.453% from 4.60%.

Summary

Dividends Declared

⁽¹⁾Initial quarterly dividend represents the time period from when the initial share offering closed on December 18, 2012 to March 31, 2013. Future quarterly dividends, if declared, will be $0.2875 per quarter or $1.15 per annum for the initial five-year period ending December 31, 2018. 

Excerpt from Prospectus Supplement

Holders of the Series 3 Shares will be entitled to receive fixed cumulative preferential cash dividends, if, as and when declared by the board of directors of the Corporation, payable quarterly on the last business day of each of March, June, September and December at an annual rate of $1.15 per Series 3 Share for the initial period from and including the Closing Date to but excluding December 31, 2018 (the “Initial Fixed Rate Period”). The initial dividend, if declared, will be payable on March 28, 2013 and will be $0.3151 per Series 3 Share, based on the anticipated closing of this Offering on December 18, 2012.

For each five‐year period after the Initial Fixed Rate Period, the holders of the Series 3 Shares will be entitled to receive fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors, payable quarterly on the last business day of each of March, June, September and December at the Annual Fixed Dividend Rate. The Corporation will determine on the 30th day prior to the first day of a Subsequent Fixed Rate Period, the annual fixed dividend rate applicable to that Subsequent Fixed Rate Period (the “Annual Fixed Dividend Rate”). Written notice of the Annual Fixed Dividend Rate for the upcoming Subsequent Fixed Rate Period will be provided by the Corporation to the registered holders on the 30th day prior to the first day of a Subsequent Fixed Rate Period. The Annual Fixed Dividend Rate will be equal to the sum of the 5‐Year Government of Canada Bond Yield on the 30th day prior to the first day of a Subsequent Fixed Rate Period plus 3.23%. See “Details of the Offering” in Prospectus Supplement.

The Series 3 Shares will not be redeemable by the Corporation prior to December 31, 2018. On December 31, 2018 and on December 31 every five years thereafter, subject to certain other restrictions set out in “Details of the Offering ‐ Provisions Common to the Series 3 Shares and the Series 4 Shares ‐ Restrictions on Dividends and Retirement of Shares”, the Corporation may, at its option, upon not less than 30 days and not more than 60 days prior written notice to the holders of the Series 3 Shares, redeem all or any number of the outstanding Series 3 Shares by the payment of $25.00 in cash per Series 3 Share together with all declared and unpaid dividends to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by the Corporation). See “Details of the Offering” in Prospectus Supplement.

The Series 3 Shares and the Series 4 Shares do not have a fixed maturity date and are not redeemable at the option of the holders thereof.

Holders of the Series 3 Shares will have the right, at their option, to convert their Series 3 Shares into Cumulative Floating Rate Preference Shares, Series 4 on the basis of one Series 4 Share for each Series 3 Share, subject to certain conditions, on December 31, 2018 and on December 31 every five years thereafter. Series 4 Shares will be entitled to floating rate cumulative preferential cash dividends, if, as and when declared by the Board of Directors, payable quarterly on the last business day of each of March, June, September and December in an amount per Series 4 Share determined by multiplying the applicable Floating Quarterly Dividend Rate by $25.00. The Floating Quarterly Dividend Rate for any Quarterly Floating Rate Period will be equal to the sum of the T‐Bill Rate plus 3.23% per annum (calculated on the basis of the actual number of days in the applicable Quarterly Floating Rate Period divided by 365) determined on the Floating Rate Calculation Date. See “Details of the Offering” in Prospectus Supplement.

Eligible Dividend Designation

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