Category: Issue Comments

Algonquin Power & Utilities Corp. has announced:

the applicable dividend rates, determined as of March 1, 2024, for its Cumulative Rate Reset Preferred Shares, Series D (the “Series D Preferred Shares”) and Cumulative Floating Rate Preferred Shares, Series E (the “Series E Preferred Shares”).

With respect to any Series D Preferred Shares that remain outstanding after April 1, 2024, holders thereof will be entitled to receive quarterly fixed cumulative preferential cash dividends, if, as and when declared by the board of directors of the Company (the “Board”). The dividend rate for the 5-year period from and including March 31, 2024 to but excluding March 31, 2029 will be 6.853%, being equal to the 5-year Government of Canada bond yield determined as of March 1, 2024 plus 3.28%, in accordance with the terms of the Series D Preferred Shares.

With respect to any Series E Preferred Shares that may be issued on April 1, 2024, holders thereof will be entitled to receive quarterly floating rate cumulative preferential cash dividends, if, as and when declared by the Board. The dividend rate for the 3-month floating rate period from and including March 31, 2024 to but excluding June 30, 2024 will be 8.261%, being equal to the 3-month Government of Canada Treasury Bill yield determined as of March 1, 2024 plus 3.28%, calculated on the basis of the actual number of days in such quarterly period divided by 365, in accordance with the terms of the Series E Preferred Shares.

Beneficial owners of Series D Preferred Shares who wish to exercise their conversion right should communicate with their broker or other nominee to ensure their instructions are followed so that the registered holder of the Series D Preferred Shares can meet the deadline to exercise such conversion right, which is 5:00 p.m. (EST) on March 18, 2024.

AQN.PR.D was issued as a FixedReset, 5.00%+328, that commenced trading 2014-3-5 after being announced 2014-2-24. The extension was announced 2019-2-26 and the reset to 5.091% effective March 31, 2019 was announced 2019-3-1. I recommended against conversion and there was no conversion. Notice of extension was issued in 2024. The issue is tracked by HIMIPref™ but relegated to the Scraps-FixedReset (Discount) subindex on credit concerns.

Thanks to Assiduous Readers niagara and xalier for bringing this to my attention!

Brookfield Infrastructure Partners L.P. (“Brookfield Infrastructure”) (NYSE: BIP; TSX: BIP.UN) today announced that BIP Investment Corporation (“BIPIC”), a wholly-owned subsidiary of Brookfield Infrastructure, has determined:

the fixed dividend rate on its Senior Preferred Shares, Series 1 (“Series 1 Shares”) (TSX: BIK.PR.A) for the five years commencing April 1, 2024 and ending March 31, 2029.

Series 1 Shares and Series 2 Shares

If declared, the fixed quarterly dividends on the Series 1 Shares during the five years commencing April 1, 2024 will be paid at an annual rate of 7.475% ($0.4671875 per share per quarter).

Holders of Series 1 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on March 18, 2024, to convert all or part of their Series 1 Shares, on a one-for-one basis, into Senior Preferred Shares, Series 2 (“Series 2 Shares”), effective March 31, 2024.

The quarterly floating rate dividends on the Series 2 Shares will be paid at an annual rate, calculated for each quarter, of 3.96% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the April 1, 2024 to June 30, 2024 dividend period for the Series 2 Shares will be 2.22913% (8.941% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.5572825 per share, payable on June 30, 2024.

Holders of Series 1 Shares are not required to elect to convert all or any part of their Series 1 Shares into Series 2 Shares.

As provided in the share provisions of the Series 1 Shares, (i) if BIPIC determines that there would be fewer than 500,000 Series 1 Shares outstanding after March 31, 2024, all remaining Series 1 Shares will be automatically converted into Series 2 Shares on a one-for-one basis effective March 31, 2024; or (ii) if BIPIC determines that there would be fewer than 500,000 Series 2 Shares outstanding after March 31, 2024, no Series 1 Shares will be converted into Series 2 Shares. There are currently 4,000,000 Series 1 Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 2 Shares effective upon conversion. Listing of the Series 2 Shares is subject to BIPIC fulfilling all the listing requirements of the TSX.

About Brookfield Infrastructure

Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across the Americas, Asia Pacific and Europe. We are focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Investors can access its portfolio either through Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further information is available at https://bip.brookfield.com.

Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with over US$900 billion of assets under management. For more information, go to https://brookfield.com.

BIK.PR.A was issued as a FixedReset, 5.85%+396M585, that commenced trading 2019-02-05 after being announced 2019-1-29. It is tracked by HIMIPref™ and is assigned to the FixedReset (Discount) sub-index.

Thanks to Assiduous Reader niagara and CanSiamCyp for bringing this to my attention!

Brookfield Corporation has announced:

that it has determined the fixed dividend rate on its Cumulative Class A Preference Shares, Series 34 (“Series 34 Shares”) (TSX: BN.PF.B) for the five years commencing April 1, 2024 and ending March 31, 2029.

If declared, the fixed quarterly dividends on the Series 34 Shares during the five years commencing April 1, 2024 will be paid at an annual rate of 6.145% ($0.3840625 per share per quarter).

Holders of Series 34 Shares have the right, at their option, exercisable not later than 5:00 p.m. (Toronto time) on March 18, 2024, to convert all or part of their Series 34 Shares, on a one-for-one basis, into Cumulative Class A Preference Shares, Series 35 (the “Series 35 Shares”), effective March 31, 2024. The quarterly floating rate dividends on the Series 35 Shares will be paid at an annual rate, calculated for each quarter, of 2.63% over the annual yield on three-month Government of Canada treasury bills. The actual quarterly dividend rate in respect of the April 1, 2024 to June 30, 2024 dividend period for the Series 35 Shares will be 1.89754% (7.611% on an annualized basis) and the dividend, if declared, for such dividend period will be $0.474385 per share, payable on June 30, 2024.

Holders of Series 34 Shares are not required to elect to convert all or any part of their Series 34 Shares into Series 35 Shares.

As provided in the share conditions of the Series 34 Shares, (i) if Brookfield determines that there would be fewer than 1,000,000 Series 34 Shares outstanding after March 31, 2024, all remaining Series 34 Shares will be automatically converted into Series 35 Shares on a one-for-one basis effective March 31, 2024; and (ii) if Brookfield determines that there would be fewer than 1,000,000 Series 35 Shares outstanding after March 31, 2024, no Series 34 Shares will be permitted to be converted into Series 35 Shares. There are currently 9,876,735 Series 34 Shares outstanding.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Series 35 Shares effective upon conversion. Listing of the Series 35 Shares is subject to Brookfield fulfilling all the listing requirements of the TSX.

BN.PF.B was issued as BAM.PF.B, a FixedReset, 4.20%+263, that commenced trading 2012-9-12 after being announced 2012-8-23. It reset to 4.437% effective 2019-4-1. I recommended against conversion and there was no conversion. The ticker changed to BN.PF.B in late 2022. The issue is tracked by HIMIPref™ and assigned to the FixedReset (Discount) sub-index.

Thanks to Assiduous Readers CanSiamCyp, niagara and PC for bringing this to my attention!

Aimia Inc. has announced:

the applicable dividend rates for its Cumulative Rate Reset Preferred Shares, Series 3 (the “Series 3 Shares”) and its Cumulative Floating Rate Preferred Shares, Series 4 (the “Series 4 Shares”), further to its February 22, 2024 notice and announcement that it will not exercise its right to redeem all or any part of the outstanding Series 3 Shares and, as a result of which, subject to certain conditions, the holders of the Series 3 Shares will have the right to convert all or any number of their Series 3 Shares into Series 4 Shares on a one-for-one basis.

With respect to any Series 3 Shares that remain outstanding on or after on April 1, 2024 (March 31, 2024 falling on a Sunday, a non-business day), holders of the Series 3 Shares will be entitled to receive fixed, cumulative, preferential cash dividends, payable quarterly, as and when declared by the Company’s Board of Directors. The annual dividend rate for the five-year period from and including March 31, 2024 to, but excluding, March 31, 2029 will be 7.773%, being equal to the five-year Government of Canada bond yield plus 4.20%, as determined in accordance with the rights, privileges, restrictions and conditions attaching to the Series 3 Shares.

With respect to any Series 4 Shares that may be issued on April 1, 2024, holders of the Series 4 Shares will be entitled to receive quarterly floating rate, cumulative, preferential cash dividends, as and when declared by the Board of Directors of Aimia. The dividend rate for the floating rate period from and including March 31, 2024 to, but excluding, June 30, 2024 will be 9.181%, being equal to the three-month Government of Canada Treasury Bill yield plus 4.20% per annum, calculated on the basis of the actual number of days in such quarterly period divided by 36, as determined in accordance with the rights, privileges, restrictions and conditions attaching to the Series 4 Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset every quarter.

The Series 3 Shares are issued in “book entry only” form and must be purchased or transferred through a participant (a “CDS Participant”) in the depository service of CDS Clearing and Depository Services Inc. (“CDS”). All rights of holders of Series 3 Shares must be exercised through CDS or the CDS Participant through which the Series 3 Shares are held. As such, beneficial owners of Series 3 Shares who wish to exercise their conversion right should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right through CDS on or prior to the deadline for exercise, which is 5:00 p.m. (Eastern time) on March 18, 2024. All notices received after this deadline will not be valid.

Holders of Series 3 Shares as of the applicable record date remain eligible to receive dividends on their Series 3 Shares, as and when declared by the Board of Directors of Aimia, for the period from and including December 31, 2023 to, but excluding, March 31, 2024 at the current annual dividend rate of 6.01%.

All inquiries regarding the conversion of Aimia’s Series 3 Shares should be directed to the Company’s Transfer Agent, TSX Trust Company at 1-800-387-0825 or shareholderinquiries@tmx.com.

AIM.PR.C was issued as a FixedReset, 6.25%+420, that commenced trading 2014-1-15 after being announced 2014-1-6. The extension was announced 2019-2-26. AIM.PR.C reset at 6.011% effective 2019-3-31 (not 6.01%, as stated in the original press release) I recommended against conversion and there was no conversion. Notice of extension was provided in 2024. The issue is tracked by HIMIPref™ but relegated to the Scraps-FixedReset (Discount) subindex on credit concerns.

Thanks to Assiduous Reader niagara for bringing this to my attention!

Pembina Pipeline Corporation has announced:

that it does not intend to exercise its right to redeem the currently outstanding Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 17 (“Series 17 Shares”) (TSX: PPL.PR.Q) on March 31, 2024.

As a result of the decision not to redeem the Series 17 Shares, and subject to certain terms of the Series 17 Shares, the holders of the Series 17 Shares will have the right to elect to convert all or part of their Series 17 Shares on a one-for-one basis into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 18 of Pembina (“Series 18 Shares”) on March 31, 2024 (the “Conversion Date”). Holders who do not exercise their right to convert their Series 17 Shares into Series 18 Shares will retain their Series 17 Shares.

As provided in the terms of the Series 17 Shares: (i) if Pembina determines that there would remain outstanding immediately following the conversion less than 1,000,000 Series 17 Shares, then all remaining Series 17 Shares will be automatically converted into Series 18 Shares on a one-for-one basis effective as of the Conversion Date; or (ii) if Pembina determines that there would be less than 1,000,000 Series 18 Shares outstanding immediately following the conversion, no Series 17 Shares will be converted into Series 18 Shares on the Conversion Date. There are currently 6,000,000 Series 17 Shares outstanding.

With respect to any Series 17 Shares that remain outstanding after the Conversion Date, 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 17 Shares for the five-year period from and including March 31, 2024, to, but excluding, March 31, 2029, will be 6.605 percent, being equal to the five-year Government of Canada bond yield of 3.595 percent determined as of today plus 3.01 percent, in accordance with the terms of the Series 17 Shares.

With respect to any Series 18 Shares that may be issued on the Conversion Date, 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 the Series 18 Shares for the three-month floating rate period from and including March 31, 2024, to, but excluding, June 30, 2024, will be 7.991 percent, being equal to the annual rate of interest for the most recent auction of 90-day Government of Canada treasury bills of 4.981 percent plus 3.01 percent, in accordance with the terms of the Series 18 Shares (the “Floating Quarterly Dividend Rate”). The Floating Quarterly Dividend Rate will be reset on the last day of March, June, September and December in each year.

Beneficial holders of Series 17 Shares who wish to exercise their right of conversion during the conversion period, which runs from March 1, 2024, until 3:00 pm (MT) / 5:00 pm (ET) on March 18, 2024, 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 March 31, 2024, to holders of the Series 17 Shares of record on March 15, 2024, will be $0.301313 per Series 17 Share. Pursuant to the terms of the Series 17 Shares, as March 31, 2024 is not a business day, payment will occur on April 1, 2024. For more information on the terms of the Series 17 Shares and the Series 18 Shares, please see the articles of amalgamation dated October 2, 2017, which can be found on SEDAR+ at www.sedarplus.ca.

It will be recalled that PPL.PR.Q will reset at 4.821% effective March 31, 2019.

PPL.PR.Q was originally issued as VSN.PR.C, following a plan of arrangement between the two companies. VSN.PR.C was a FixedReset, 5.00%+301 that commenced trading 2013-10-21 after being announced 2013-10-9. PPL.PR.Q reset at 4.821% effective 2019-3-31. I recommended against conversion and there was no conversion. PPL.PR.Q is tracked by HIMIPref™ but is relegated to the Scraps-FixedReset (Discount) subindex on credit concerns.

Thanks to Assiduous Reader niagara for bringing this to my attention!

Aimia Inc. has announced (on 2024-2-22):

that it does not intend to exercise its right to redeem its currently outstanding Cumulative Rate Reset Preferred Shares, Series 3 (“Series 3 Shares”) (TSX: AIM.PF.C) on March 31, 2024. As a result, subject to certain conditions, the holders of the Series 3 Shares have the right to convert all or part of their Series 3 Shares on a one-for-one basis into Cumulative Floating Rate Preferred Shares, Series 4 of Aimia (“Series 4 Shares”) on April 1, 2024 (March 31, 2024 falling on a Sunday, a non-business day). Holders who do not exercise their right to convert their Series 3 Shares into Series 4 Shares will retain their Series 3 Shares.

The foregoing conversion right is subject to the conditions that: (i) if Aimia determines that there would be fewer than 1,000,000 Series 3 Shares outstanding after April 1, 2024, then all remaining Series 3 Shares will automatically be converted into Series 4 Shares on a one-for-one basis on April 1, 2024; and alternatively (ii) if Aimia determines that there would be less than 1,000,000 Series 4 Shares after April 1, 2024 no Series 3 Shares will be converted into Series 4 Shares. There are currently 4,355,263 Preferred Series 3 Shares outstanding.

The annual fixed dividend rate applicable to the Series 3 Preferred Shares for the 5-year period from and including March 31, 2024 to but excluding March 31, 2029, and the floating quarterly dividend rate applicable to the Series 4 Preferred Shares for the 3-month period from and including March 31, 2024 to but excluding June 30, 2024 will be announced by a news release on March 1, 2024.

Beneficial holders of Series 3 Shares who wish to exercise their right of conversion during the conversion period, which runs from March 1, 2024 to March 18, 2024 at 5:00 pm (Eastern Time), should communicate with their broker or other intermediary for more information as soon as possible. It is recommended that holders do this well in advance of the deadline date to provide their broker or intermediary sufficient time to complete necessary steps. All notices received after the deadline date will not be valid.

All inquiries regarding the conversion of Aimia’s Series 3 Preferred Shares should be directed to the Company’s Transfer Agent, TSX Trust Company at 1-800-387-0825 or shareholderinquiries@tmx.com.

AIM.PR.C was issued as a FixedReset, 6.25%+420, that commenced trading 2014-1-15 after being announced 2014-1-6. The extension was announced 2019-2-26. AIM.PR.C reset at 6.011% effective 2019-3-31 (not 6.01%, as stated in the original press release) I recommended against conversion and there was no conversion. The issue is tracked by HIMIPref™ but relegated to the Scraps-FixedReset (Discount) subindex on credit concerns.

Brompton Group has announced (on 2024-2-28):

that the distribution rate for the preferred shares (the “Preferred Shares”) for the 5-year term from April 30, 2024 to April 27, 2029 will be $0.70 per Preferred Share per annum (7.0% on the par value of $10.00) payable quarterly. This represents a pre-tax interest equivalent yield of approximately 9.1%.(1) The Preferred Share distribution rate is based on current market rates for preferred shares with similar terms.

The term extension offers preferred shareholders the opportunity to enjoy preferential cash dividends until April 27, 2029. Over the past 10-year period to January 31, 2024, the Preferred Share has delivered a 6.1% per annum return.(2) The Preferred Share has delivered consistent returns with less volatility and has outperformed the S&P/TSX Preferred Share Index over the past 10-year period by 4.2% per annum.(2)

Annual Compound Returns(2)	1-Year	3-Year	5-Year	10-Year
Preferred Shares (TSX: LCS.PR.A)	6.4%	6.4%	6.4%	6.1%
S&P/TSX Preferred Share Index	4.5%	2.2%	3.9%	1.9%

In addition, the Fund intends to maintain the targeted monthly class A share (the “Class A Share”) distribution rate at $0.075 per Class A Share.(3) The Class A Share has outperformed both the S&P/TSX Capped Financials Index and the S&P/TSX Composite Index over the past 1, 3, 5, and 10-year periods. (2) Over the past 10-year period to January 31, 2024, the Class A Share has delivered an 11.6% per annum return, outperforming the S&P/TSX Capped Financials Index and the S&P/TSX Composite Index (the “TSX Composite”) by 2.0% per annum and 4.0% per annum, respectively. (2)

Annual Compound Returns(2)	1-Year	3-Year	5-Year	10-Year
Class A Shares (TSX: LCS)	39.8%	32.4%	25.5%	11.6%
S&P/TSX Capped Financials Index	4.6%	12.1%	9.8%	9.6%
S&P/TSX Composite Index	4.7%	10.0%	9.6%	7.6%

Since inception on April 18, 2007 to January 31, 2024, Class A shareholders have received cash distributions of $8.36 per Class A Share. Class A shareholders have the option to benefit by reinvesting their cash distributions in a distribution reinvestment plan (“DRIP”) which is commission free to participants. Class A shareholders can enroll in the DRIP program by contacting their investment advisor.

The Fund invests in a portfolio of common shares of Canada’s four largest publicly-listed life insurance companies, on an approximately equal weight basis: Great-West Lifeco Inc., iA Financial Group, Manulife Financial Corporation and Sun Life Financial Inc.

In connection with the extension, shareholders who do not wish to continue their investment in the Fund, will be able to retract their Preferred Shares or Class A Shares on April 29, 2024 pursuant to a special retraction right and receive a retraction price that is calculated in the same way that such price would be calculated if the Fund were to terminate on April 29, 2024. Pursuant to this option, the retraction price may be less than the market price if the security is trading at a premium to net asset value. To exercise this retraction right, shareholders must provide notice to their investment dealer by March 28, 2024 at 5:00 p.m.(Toronto time). Alternatively, shareholders may sell their Preferred Shares and/or Class A Shares through their securities dealer for the market price at any time, potentially at a higher price than would be achieved through retraction, or shareholders may take no action and continue to hold their shares.

Thanks to Assiduous Reader niagara for bringing this to my attention!

Algonquin Power & Utilities Corp. has announced:

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. 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
• ii. 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.

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.

AQN.PR.D was issued as a FixedReset, 5.00%+328, that commenced trading 2014-3-5 after being announced 2014-2-24. The extension was announced 2019-2-26 and the reset to 5.091% effective March 31, 2019 was announced 2019-3-1. I recommended against conversion and there was no conversion. The issue is tracked by HIMIPref™ but relegated to the Scraps-FixedReset (Discount) subindex on credit concerns.

DBRS has announced that it:

has downgraded its credit rating on the Preferred Shares issued by North American Financial 15 Split Corp. (the Company) to Pfd-4 from Pfd-4 (high). The downgrade is based on the deterioration in downside protection to 32.7% as of January 31, 2024, from 34.7% as of January 31, 2023; the increase in the Preferred Shares’ distribution rate to 9.50% annually on the Preferred Share’s redemption value of $10.0 for the fiscal year beginning December 1, 2023, from 7.75% annually for the fiscal year beginning December 1, 2022; a decline in the dividend coverage ratio to 0.4 times (x); a projected grind of 4.0% per year over the remaining term; and unhedged foreign currency exposure.

The Company invests in a portfolio (the Portfolio) consisting primarily of common shares of 15 high-quality North American financial services companies: Bank of America Corporation; Bank of Montreal; The Bank of Nova Scotia; Canadian Imperial Bank of Commerce; CI Financial Corp.; Citigroup Inc.; The Goldman Sachs Group, Inc.; Great-West Lifeco Inc.; JPMorgan Chase & Co.; Manulife Financial Corporation; National Bank of Canada; Royal Bank of Canada; Sun Life Financial Inc.; The Toronto-Dominion Bank; and Wells Fargo & Company. The Company may invest up to 15% of the net asset value (NAV) in securities of issuers other than the core 15, and no more than 10% of the NAV may be invested in any single issuer. As on August 31, 2023, 10.7% of the Portfolio was also invested in Fifth Third Bancorp, U.S. Bancorp, and Morgan Stanley, and 12% was held in cash. Quadravest Capital Management Inc. is acting as the manager (the Manager) for this Company.

A portion of the Company’s Portfolio is exposed to currency risk as it includes securities denominated in U.S. dollars (USD), while the NAV of the Company is expressed in Canadian dollars. The Company has not entered into currency hedging contracts for the USD portion of the Portfolio, although the Company may use derivatives for hedging purposes. As of August 31, 2023, 50.1% of the Portfolio was invested in USD-denominated assets.

The Fund has an at-the-market equity program (the ATM Program) effective until September 9, 2024, unless terminated prior to such date by the Company. The ATM Program allows the Company to issue Preferred Shares and Class A Shares to the public from time to time at the Company’s discretion. The maximum gross proceeds from the issuance of the shares could be $350.0 million. During the period ended May 31, 2023, 1,982,000 Preferred Shares were sold through the ATM Program at an average selling price of $9.58 per Preferred Share, raising gross proceeds worth $19.0 million. During the same period, 2,939,800 Class A Shares were sold through the ATM Program at an average selling price of $5.49 per Class A Share, raising gross proceeds worth $16.2 million.

The Company’s termination date is December 1, 2024. At maturity, the holders of the Preferred Shares will be entitled to the value of the Company, up to the face amount of the Preferred Shares, in priority to the holders of the Class A Shares. Holders of the Class A Shares will receive the remaining value of the Company. The termination date can be extended for additional terms of five years at the Company’s discretion, but shareholders will be provided with a special retraction right in connection with such extension.

The Preferred Shares distribution rate is set by the board of directors annually and subject to a minimum of 5.5% annually until 2024. Holders of the Preferred Shares used to receive cumulative monthly cash dividends at a rate of 6.75% annually until November 30, 2022. However, with effect from December 1, 2022, this rate increased to 7.75% annually and further to 9.50% with effect from December 1, 2023. Class A shareholders are entitled to receive monthly cash dividends currently targeted to be $0.11335 per Class A share, equivalent to 9.0% annually on the issue price of $15.0. No distributions will be paid to the Class A Shares if the NAV per unit (Unit, consisting of one Preferred Share and one Class A Share) falls below $15.0. Because the NAV per Unit fell below $15.0, distributions to Class A shareholders have been suspended since March 2023.

As of January 31, 2024, the asset coverage ratio was at 1.5x. The downside protection available to holders of the Preferred Shares was 32.7%. The dividend coverage stood at 0.4x, indicating that the current dividend income earned by the Company is not enough to fully cover the Company’s expenses and targeted distributions on the Preferred Shares, which increases the reliance on the Manager to generate a high yield to meet distributions and other expenses without having to liquify portfolio securities. To supplement the Portfolio income, the Company may engage in covered call options and put option writing on all or a portion of the shares held in the Portfolio.

Recent Updates/Treasury Offerings

(1) On May 25, 2023
The Company announced that the Toronto Stock Exchange (the TSX) has accepted its notice of intention to make a Normal Course Issuer Bid (the NCIB) to purchase its Preferred Shares and Class A Shares through the facilities of the TSX and/or alternative Canadian trading systems. The NCIB commenced on May 29, 2023, and terminates on May 28, 2024. Pursuant to the NCIB, the Company proposes to purchase, from time to time, if it is considered advisable, up to 5,408,428 Preferred Shares and 5,514,879 Class A Shares of the Company.

(2) On September 21, 2023
The Company announced that the Preferred Shares distribution rate for the fiscal year beginning December 1, 2023, will be $9.50% per annum, in comparison with the previous rate of 7.75% on the initial issue price of $10.0.

The main constraints to the credit rating are the following:

(1) Volatility in stock prices, along with changes in the dividend policies of the underlying issuers, may result in significant reductions in the Preferred Shares’ dividend coverage or downside protection from time to time.

(2) A Preferred Shares’ dividend coverage that is less than one time.

(3) Reliance on the manager to generate a high yield, through methods such as option writing, on the investment portfolio to meet distributions and other expenses without having to liquidate portfolio securities.

(4) The monthly cash distributions to holders of the Class A Shares which create grind on the Portfolio. This risk is mitigated by a NAV test. Because the NAV per Unit fell below $15.0, distributions to Class A shareholders have been suspended since March 2023.

(5) The concentration of the Portfolio in one industry.

(6) The unhedged portion of the USD-denominated Portfolio that exposes the Portfolio to foreign currency risk.

Brompton Group has announced (on 2024-1-26):

that the distribution rate for the preferred shares (the “Preferred Shares”) for the new term from March 29, 2024 to March 28, 2025 has been increased to $0.825 per Preferred Share per annum (8.25% on the par value of $10) payable quarterly which is an increase from $0.80 per Preferred Share per annum. The new Preferred Share distribution rate is based on current market rates for preferred shares with similar terms.

The Fund invests in an actively managed portfolio consisting primarily of equity securities of dividend-paying (at the time of investment) global energy issuers with a market capitalization of at least $2 billion (at the time of investment) which may include companies operating in energy subsectors and related industries such as oil & gas exploration and production, equipment, services, pipelines, transportation, infrastructure, utilities, among others. The Fund may also invest up to 25% of the value of the portfolio (as measured at the time of investment) in equity securities of other global natural resource issuers which include companies that own, explore, mine, process or develop natural resource commodities or supply goods and services to those companies, including directly or indirectly through exchange-traded funds.

In connection with the extension, shareholders who do not wish to continue their investment in the Fund, will be able to retract Preferred Shares or class A shares (the “Class A Shares”) on March 28, 2024 pursuant to a special retraction right and receive a retraction price that is calculated in the same way that such price would be calculated if the Fund were to terminate on March 28, 2024. Pursuant to this option, the retraction price may be less than the market price if the security is trading at a premium to net asset value. To exercise this retraction right, shareholders must provide notice to their investment dealer by February 29, 2024 at 5:00 p.m. (Toronto time). Alternatively, shareholders may sell their Preferred Shares and/or Class A Shares through their securities dealer for the market price at any time, potentially at a higher price than would be achieved through retraction, or shareholders may take no action and continue to hold their shares.