Category: Issue Comments

Capital Power Corporation has announced:

that it has notified registered shareholders of its Cumulative Rate Reset Preference Shares, Series 1 (Series 1 Shares) (TSX: CPX.PR.A) of the Conversion Privilege and Dividend Rate Notice.

Subject to certain conditions, beginning on December 1, 2020 and ending at 5:00 p.m. (Toronto time) on December 16, 2020 each registered holder of Series 1 Shares will have 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) by delivering an Election Notice to the Corporation.

If Capital Power does not receive an Election Notice from a holder of Series 1 Shares during the time fixed therefor, then the Series 1 Shares shall be deemed not to have been converted (except in the case of an Automatic Conversion, see below). Holders of the Series 1 Shares and the Series 2 Shares will have the opportunity to convert their shares again on December 31, 2025, and every five years thereafter as long as the shares remain outstanding.

Effective December 31, 2020, on December 1, 2020, the Annual Fixed Dividend Rate for the Series 1 Shares was set for the next five-year period at 2.62100%. Effective December 31, 2020, on December 1, 2020, the Floating Quarterly Dividend for the Series 2 Shares was set for the first Quarterly Floating Rate Period (being the period from and including December 31, 2020, to but excluding March 31, 2021) at 0.56195%. The Floating Quarterly Dividend Rate will be reset every quarter.

The Series 1 Shares are issued in “book entry only” form and, as such, the sole registered holder of the Series 1 Shares is CDS Clearing and Depository Services Inc. (CDS). All rights of beneficial holders of Series 1 Shares must be exercised through CDS or the CDS participant through which the Series 1 Shares are held. The deadline for the registered shareholder to provide notice of exercise of the right to convert Series 1 Shares into Series 2 Shares is 3:00 p.m. (MST) / 5:00 p.m. (EST) on December 16, 2020. Any Election Notices received after this deadline will not be valid. As such, beneficial holders of Series 1 Shares who wish to exercise their rights 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.

After December 16, 2020, (i) if Capital Power determines that there would remain outstanding on December 31, 2020, less than 1,000,000 Series 1 Shares, all remaining Series 1 Shares will be automatically converted into Series 2 Shares on a one-for one basis effective December 31, 2020 (an Automatic Conversion); or (ii) if Capital Power determines that there would remain outstanding after December 31, 2020, less than 1,000,000 Series 2 Shares, no Series 1 Shares will be permitted to be converted into Series 2 Shares effective December 31, 2020. There are currently 5,000,000 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 the Capital Power fulfilling all the listing requirements of the TSX and upon approval, the Series 2 Shares will be listed on the TSX under the trading symbol CPX.PR.B.

For more information on the terms of, and risks associated with an investment in, the Series 1 Shares and the Series 2 Shares, please see Capital Power’s (final) short form prospectus dated December 8, 2010 which is available on sedar.com or on Capital Power’s website at capitalpower.com.

CPX.PR.A was issued as a FixedReset 4.60%+217 that commenced trading 2010-12-16 after being announced 2010-12-1. It reset to 3.06% effective 2015-12-31 and I recommended against conversion; there was no conversion to FloatingResets.

Pembina Pipeline Corporation has announced (on November 16):

that none of Pembina’s Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 9 (“Series 9 Shares”) (TSX: PPL.PR.I) will be converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 10 of Pembina (“Series 10 Shares”) on December 1, 2020.

After taking into account all the conversion notices received from holders of its outstanding Series 9 Shares by the November 16, 2020 deadline for the conversion of the Series 9 Shares into Series 10 Shares, less than the 1,000,000 Series 9 Shares required to give effect to conversions into Series 10 Shares were tendered for conversion.

PPL.PR.I was issued as a FixedReset, 4.75%+391, that commenced trading 2015-4-10 after being announced 2015-3-31. It will reset to 4.302% effective 2020-12-1. It is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

BCE Inc. has announced (on November 18):

that none of its fixed rate Cumulative Redeemable First Preferred Shares, Series R (Series R Preferred Shares) will be converted into floating rate Cumulative Redeemable First Preferred Shares, Series Q (Series Q Preferred Shares) on December 1, 2020.

On October 15, 2020, BCE notified registered holders of Series R Preferred Shares that they could elect to convert their shares into Series Q Preferred Shares subject to the terms and conditions attached to those shares. Only 156,972 of BCE’s 8,000,000 Series R Preferred Shares were tendered for conversion on December 1, 2020 into Series Q Preferred Shares. As this would result in there being less than one million Series Q Preferred Shares outstanding, no Series R Preferred Shares will, as per the terms and conditions attached to those shares, be converted on December 1, 2020 into Series Q Preferred Shares. Registered holders who had elected to convert their Series R Preferred Shares will be receiving, by December 1, 2020, share certificates representing the number of Series R Preferred Shares tendered for conversion.

The Series R Preferred Shares will continue to be listed on the Toronto Stock Exchange under the symbol BCE.PR.R. The Series R Preferred Shares will pay on a quarterly basis, for the five-year period beginning on December 1, 2020, as and when declared by the Board of Directors of BCE, a fixed cash dividend based on an annual dividend rate of 3.018%.

BCE.PR.R is a FixedFloater that reset to 4.490% in 2010 with no conversion to RatchetRate. It reset to 4.13% in 2015, and will reset to 3.018% effective 2020-12-1.

TC Energy Corporation has announced (on November 23):

that 139,529 of its 10,000,000 fixed rate Cumulative Redeemable First Preferred Shares, Series 11 (Series 11 Shares) were deposited for conversion on November 30, 2020 on a one-for-one basis into floating rate Cumulative Redeemable First Preferred Shares, Series 12 (Series 12 Shares).

As previously announced in our news release dated November 2, 2020, the conversions are subject to the conditions that: (i) if TC Energy determines that there would be less than one million Series 11 Shares outstanding after November 30, 2020, then all remaining Series 11 Shares will automatically be converted into Series 12 Shares on a one-for-one basis on November 30, 2020 and (ii) alternatively, if TC Energy determines that there would be less than one million Series 12 Shares outstanding after November 30, 2020, no Series 11 Shares will be converted into Series 12 Shares.

As the total number of Series 11 Shares tendered for conversion did not meet the threshold set above, no Series 11 Shares will be converted into Series 12 Shares on November 30, 2020.

For more information on the terms of, and risks associated with an investment in the Series 11 Shares and the Series 12 Shares, please see the Corporation’s prospectus supplement dated February 23, 2015 which is available on sedar.com or on our website.

TRP.PR.G was issued as a FixedReset, 3.80%+296, that commenced trading 2015-3-2 after being announced 2015-2-23. It reset to 3.351% effective 2020-11-30. It is tracked by HIMIPref™ and is assigned to the FixedReset-Discount subindex.

Bank of Montreal announced (on October 15):

its intention to redeem all of its 6,000,000 outstanding Non-Cumulative Perpetual Class B Preferred Shares, Series 35 (Non-Viability Contingent Capital) (the “Preferred Shares Series 35”) for an aggregate total of $156 million on November 25, 2020. The redemption has been approved by the Office of the Superintendent of Financial Institutions.

The Preferred Shares Series 35 are redeemable at the Bank’s option on or after August 25, 2020 and prior to August 25, 2021, at a redemption price of $26.00 per share. Payment of the redemption price will be made by the Bank on November 25, 2020.

Separately from the payment of the redemption price, the final quarterly dividend of $0.3125 per share for the Preferred Shares Series 35 announced by the Bank on August 25, 2020 will be paid in the usual manner on November 25, 2020, to shareholders of record on November 2, 2020.

Notice will be delivered to holders of the Preferred Shares Series 35 in accordance with the terms outlined in the Preferred Shares Series 35 prospectus supplement.

BMO.PR.Z is a Straight Perpetual, 5.00%, NVCC-compliant issue, that commenced trading 2015-7-29 after being announced 2015-7-20. It has been tracked by HIMIPref™ and was assigned to the PerpetualPremium sub-index.

AltaGas Ltd. has announced (on November 20):

its intention to redeem – in accordance with the terms of the Cumulative Redeemable 5-Year Minimum Rate Reset Preferred Shares, Series I (the “Series I Shares”) as set out in the Company’s articles – all of its 8,000,000 issued and outstanding Series I Shares on December 31, 2020 (the “Redemption Date”) for a redemption price equal to $25.00 per Series I Share, together with all accrued and unpaid dividends to, but excluding, the Redemption Date (the “Redemption Price”), less any tax required to be deducted or withheld by the Company.

As previously announced, the Company’s Board of Directors has declared a dividend of $0.328125 per Series I Share for the period commencing September 30, 2020 and ending December 30, 2020 payable to holders of record as of the close of business on December 15, 2020. This will be the final quarterly dividend on the Series I Shares, although holders will receive on redemption of the Series I Shares all accrued and unpaid dividends up to but excluding the Redemption Date.

The Company has provided notice today of the Redemption Price and the Redemption Date to the sole registered holder of the Series I Shares in accordance with the terms of the Series I Shares as set out in the Company’s articles. Non-registered holders of Series I Shares should contact their broker or other intermediary for information regarding the redemption process for the Series I Shares in which they hold a beneficial interest. The Company’s transfer agent for the Series I Shares is Computershare Investor Services Inc. Questions regarding the redemption process may be directed to Computershare Investor Services Inc. at 1-800-564-6253 or by email to corporateactions@computershare.com.

ALA.PR.I is a FixedReset, 5.25%+419M525, that commenced trading 2015-11-23 after being announced 2015-11-12. The issue is tracked by HIMIPref™ but relegated to the Scraps index on credit concerns.

Great-West Lifeco Inc. has announced (on November 4):

that it does not intend to exercise its rights to redeem its outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares, Series N (the “Series N Shares”) or its outstanding Non-Cumulative Floating Rate First Preferred Shares, Series O (the “Series O Shares”) on December 31, 2020. As a result and subject to certain conditions, holders of Series N Shares have the right to convert all or any of their Series N Shares into Series O Shares, and holders of Series O Shares have the right to convert all or any of their Series O Shares into Series N Shares, on a one-for-one basis on December 31, 2020.

Lifeco will send a formal notice of the foregoing conversion rights to the registered holder of the Series N Shares and the Series O Shares in accordance with the terms and conditions attached to the applicable shares. Holders of Series N Shares or Series O Shares who do not exercise their applicable conversion rights will retain their Series N Shares or Series O Shares, respectively.

The conversion rights are subject to the following conditions, in accordance with the terms and conditions attached to the applicable shares:

(i) if Lifeco determines that, after having taken into account all shares tendered for conversion, there would be less than one million Series O Shares outstanding on December 31, 2020, no Series N Shares may be converted into Series O Shares and all remaining Series O Shares will automatically be converted into Series N Shares on a one-for-one basis on December 31, 2020, and

(ii) alternatively, if Lifeco determines that, after having taken into account all shares tendered for conversion, there would be less than one million Series N Shares outstanding on December 31, 2020, no Series O Shares may be converted into Series N Shares and all remaining Series N Shares will automatically be converted into Series O Shares on a one-for-one basis on December 31, 2020.

In all cases, Lifeco will give written notice to that effect to any registered holder affected by the preceding conditions on or before Thursday, December 24, 2020.

The dividend rate applicable to the Series N Shares for the five-year period commencing on December 31, 2020 and ending on December 30, 2025, and the dividend rate applicable to the Series O Shares for the three-month period commencing on December 31, 2020 and ending on March 30, 2021, will be determined on Tuesday, December 1, 2020 and written notice thereof will be given to the registered holder of the Series N Shares and the Series O Shares on that day.

Beneficial owners of Series N Shares and Series O Shares who wish to convert their shares should communicate as soon as possible with their broker or other nominee to ensure their instructions are followed so that the registered holder of the Series N Shares or Series O Shares (as applicable) can meet the deadline to exercise such conversion right(s), which is 5:00 p.m. (ET) on Wednesday, December 16, 2020.

Lifeco may redeem the Series N Shares, in whole or in part, on December 31, 2025 and on December 31 every five years thereafter for $25.00 per share plus declared and unpaid dividends. Lifeco may redeem the Series O Shares, in whole or in part, on any date for $25.50 per share plus declared and unpaid dividends, unless such Series O Shares are redeemed on December 31, 2020 or on December 31 every five years thereafter, in which case the redemption price will be $25.00 per share plus declared and unpaid dividends.

GWO.PR.N is a 3.65%+130 FixedReset that commenced trading 2010-11-23 after beint announced 2010-11-15. Extension was announced in November, 2015 and the issue reset to 2.176% effective 2015-12-31. There was a 15% conversion to GWO.PR.O, its FloatingReset counterpart.

GWO.PR.O is a FloatingReset, Bills+130, that came into being in 2015 in a 15% conversion from GWO.PR.N.

Canadian Utilities Limited has announced (on November 23):

that after having taken into account all election notices following the conversion deadline for the Cumulative Redeemable Second Preferred Shares Series FF (“Series FF Preferred Shares”) tendered for conversion into Cumulative Redeemable Second Preferred Shares Series GG (“Series GG Preferred Shares”), the holders of Series FF Preferred Shares are not entitled to convert their Series FF Preferred Shares into Series GG Preferred Shares. There were approximately 1,000 Series FF Preferred Shares tendered for conversion, which is less than the two million shares required to give effect to conversions into Series GG Preferred Shares.

The Series FF Preferred Shares will continue to pay on a quarterly basis, for the five-year period from and including December 1, 2020 to but excluding December 1, 2025, as and when declared by the Board of Directors of Canadian Utilities Limited, a fixed dividend based on an annual dividend rate of 4.50%.

For more information on the terms of, and risks associated with an investment in, the Series FF Preferred Shares, please see Canadian Utilities Limited’s prospectus supplement dated September 16, 2015, which can be found under Canadian Utilities Limited’s profile on SEDAR at www.sedar.com.

CU.PR.I is a FixedReset, 4.50%+369M450, that commenced trading 2015-9-24 after being announced 2015-9-14. The issue reset to its minimum rate of 4.50% (unchanged) effective 2020-12-1. It is tracked by HIMIPref™ and is assigned to the FixedReset-Premium subindex.

GMP Capital has announced:

that it has changed its corporate name to RF Capital Group Inc. (“RF Capital” or the “Company”) to align better with the Company’s multi-year transformation and new strategic focus in wealth management, including the recent consolidation of 100% of the ownership in Richardson Wealth under the Company. The Company’s shareholders approved the name change at a special meeting of shareholders held virtually on October 6, 2020.

The Company’s common and preferred shares will commence trading on the Toronto Stock Exchange under the new name, ticker symbols and new CUSIP/ISIN numbers, effective November 24, 2020. The Company’s new corporate website will be located at www.rfcapgroup.com.

The table below highlights the new ticker symbols, CUSIP and ISIN numbers for RF Capital’s common and preferred shares.

No action is required by existing shareholders with respect to the name and ticker symbol changes.

GMP.PR.B is a FixedReset 5.50%+289, which commenced trading 2011-2-22 after being announced 2011-2-1. The notice of extension was reported on PrefBlog. The issue reset at 3.611% in 2016; there was a 22% conversion to GMP.PR.C. It is tracked by HIMIPref™ but is relegated to the Scraps index on credit concerns.

GMP.PR.C is a FloatingReset, Bills+289, that came into existence via a 22% conversion from GMP.PR.B in 2016.

Quadravest has announced:

Dividend 15 Split Corp. (the “Company”) is pleased to announce it will undertake an offering of Preferred Shares of the Company.

The offering will be led by National Bank Financial Inc.

The Preferred Shares will be offered at a price of $10.10 per Preferred Share to yield 5.45%.

The closing price on the TSX of the Preferred Shares on November 20, 2020 was $10.19.

Since inception of the Company, 200 consecutive dividends have been declared for the Preferred Shares. The aggregate dividends paid on the Preferred Shares have been $8.80 per share. All distributions to date have been made in tax advantage eligible Canadian dividends.

The net proceeds of the offering will be used by the Company to invest in an actively managed, high quality portfolio consisting of 15 dividend yielding Canadian companies as follows:

Bank of Montreal	Enbridge Inc.	TC Energy
The Bank of Nova Scotia	Manulife Financial Corp.	TELUS Corporation
BCE Inc.	National Bank of Canada	Thomson Reuters Corp.
Canadian Imperial Bank of Commerce	Royal Bank of Canada	The Toronto-Dominion Bank
CI Financial Corp.	Sun Life Financial Inc.	TransAlta Corporation

The Company’s investment objectives are:

• Preferred Shares:
  • to provide holders of the Preferred Shares with fixed, cumulative preferential monthly cash dividends in the amount of 5.50% annually; and
  • on or about the termination date, currently December 1, 2024 (subject to further 5-year extensions thereafter and it has been extended in the past), to pay the holders of the Preferred Shares $10.00 per Preferred Share.

The sales period of this overnight offering will end at 9:00 a.m. EST on November 24, 2020. The offering is expected to close on or about November 30, 2020 and is subject to certain closing conditions including approval by the TSX.

It’s very unusual to see Split Corporation preferred shares issued without attached Capital Units. Presumably this is being done to offset ATM sales of the Capital Units.

Update, 2020-11-24: They have further announced:

Dividend 15 Split Corp. (the “Company”) is pleased to announce it has completed the overnight offering of 1,000,000 Preferred Shares of the Company. Total gross proceeds of the offering were $10.1 million, bringing the Company’s net assets to approximately $894.6 million.

The offering was led by National Bank Financial Inc.

The sales period of the overnight offering has now ended.

The offering is expected to close on or about November 30, 2020 and is subject to certain closing conditions including approval by the TSX.

The Preferred Shares were offered at a price of $10.10 per Preferred Share to yield 5.45%.

The closing price on the TSX of the Preferred Shares on November 23, 2020 was $10.22.