OAKVILLE, ON, Feb. 20,
2024 /PRNewswire/ - Algonquin Power & Utilities
Corp. ("AQN" or the "Company") (TSX: AQN) (NYSE: AQN) announced
today that it does not intend to exercise its right to redeem all
or part of the currently outstanding 4,000,000 Cumulative Rate
Reset Preferred Shares, Series D (the "Series D Preferred Shares")
on April 1, 2024. As a result,
subject to certain conditions, the holders of the Series D
Preferred Shares have the right to convert all or part of their
Series D Preferred Shares, on a one-for-one basis, into Cumulative
Floating Rate Preferred Shares, Series E (the "Series E Preferred
Shares") on April 1, 2024 (the
"Conversion Date").
The terms and conditions of the Series D Preferred Shares,
including the right to convert, are described in the prospectus
supplement of the Company dated February 25,
2014 to a short form base shelf prospectus of the Company
dated February 18, 2014, pursuant to
which the Series D Preferred Shares were initially issued for an
aggregate of C$100,000,000 (or
C$25 per Series D Preferred
Share).
Holders of Series D Preferred Shares who do not exercise their
right to convert their Series D Preferred Shares into Series E
Preferred Shares on the Conversion Date will retain their Series D
Preferred Shares.
The dividend rate applicable to the Series D Preferred Shares
for the 5-year period from and including March 31, 2024 to but excluding March 31, 2029, and the dividend rate applicable
to the Series E Preferred Shares for the 3-month period from and
including March 31, 2024 to but
excluding June 30, 2024, will be
determined on March 1, 2024 and
announced by the Company by way of a news release on March 4, 2024.
Beneficial owners of Series D Preferred Shares who wish to
exercise their conversion right during the conversion period, which
runs from March 4, 2024 to
March 18, 2024 at 5:00 p.m. (EST), should communicate as soon as
possible with their broker or other nominee for more information.
It is recommended that this be done well in advance of the deadline
in order to provide the broker or other nominee time to complete
the necessary steps. Any notices received after this deadline will
not be valid.
The foregoing conversion rights are subject to the following
conditions:
i.
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If AQN determines
that there would on the Conversion Date be fewer than 1,000,000
Series E Preferred Shares outstanding, after having taken into
account all Series D Preferred Shares tendered for conversion into
Series E Preferred Shares, then holders of Series D Preferred
Shares will not be entitled to convert their Series D Preferred
Shares into Series E Preferred Shares, and
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ii.
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alternatively, if AQN
determines that there would remain outstanding on the Conversion
Date fewer than 1,000,000 Series D Preferred Shares, after having
taken into account all Series D Preferred Shares tendered for
conversion into Series E Preferred Shares, then all remaining
Series D Preferred Shares will automatically be converted into
Series E Preferred Shares without the consent of the holders of
Series D Preferred Shares, on a one-for-one basis, on the
Conversion Date.
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In either case, AQN will give written notice to that effect to
the registered holder of Series D Preferred Shares no later than
March 25, 2024.
About Algonquin Power &
Utilities Corp.
Algonquin Power & Utilities Corp., parent company of
Liberty, is a diversified international generation, transmission,
and distribution utility with approximately $18 billion of total assets. AQN is committed to
providing safe, secure, reliable, cost-effective, and sustainable
energy and water solutions through its portfolio of generation,
transmission, and distribution utility investments to over one
million customer connections, largely in the United States and Canada. In addition, AQN owns, operates,
and/or has net interests in over 4 GW of installed renewable energy
capacity.
AQN's common shares, preferred shares, Series A, and preferred
shares, Series D are listed on the Toronto Stock Exchange under the
symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common
shares, Series 2019-A subordinated notes and equity units are
listed on the New York Stock Exchange under the symbols AQN, AQNB,
and AQNU, respectively.
Visit AQN at www.algonquinpower.com and follow us on
Twitter @AQN_Utilities.
Caution Regarding Forward-Looking
Information
Certain statements included in this press release constitute
"forward-looking information" within the meaning of applicable
securities laws in each of the provinces and territories of
Canada and the respective
policies, regulations and rules under such laws and
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 (collectively,
"forward-looking statements"). The words "will" and "expects" (and
grammatical variations of such terms) and similar expressions are
often intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Specific forward-looking statements in this press release include,
but are not limited to, the intention to not redeem the Series D
Preferred Shares. These statements are based on factors or
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including assumptions based on historical
trends, current conditions and expected future developments. Since
forward-looking statements relate to future events and conditions,
by their very nature they require making assumptions and involve
inherent risks and uncertainties. AQN cautions that although it is
believed that the assumptions are reasonable in the circumstances,
these risks and uncertainties give rise to the possibility that
actual results may differ materially from the expectations set out
in the forward-looking statements. Forward-looking statements
contained herein are provided for the purposes of presenting
information about management's current expectations and plans
relating to the future and such information may not be appropriate
for other purposes. Material risk factors and assumptions include
those set out in AQN's Annual Information Form and Management
Discussion & Analysis for the year ended December 31, 2022, and in AQN's Management
Discussion & Analysis for the three and nine months ended
September 30, 2023, each of which is
available on SEDAR+ and EDGAR.
Given these risks, undue reliance should not be placed on these
forward-looking statements, which apply only as of their dates.
Other than as specifically required by law, AQN undertakes no
obligation to update any forward-looking statements to reflect new
information, subsequent or otherwise.
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SOURCE Algonquin Power & Utilities Corp.