VNR.PR.A Close To Closing Acquisition

Valener Inc. has announced:

that following the regulatory approval process led by Noverco Acquisition, Inc. (the “Acquirer”) before the Vermont Public Utility Commission (“VPUC”), the VPUC has given its approval to the Acquirer, a wholly-owned subsidiary of Noverco Inc., to proceed with the acquisition of all of the issued and outstanding common shares and all of the issued and outstanding preferred shares of Valener (the “Transaction”). The parties are now authorized to complete the Transaction pursuant to the terms of the arrangement agreement publicly announced on March 27, 2019 (the “Arrangement”).

Following the evidentiary hearing that took place on July 23, 2019 and the review of the Transaction, the VPUC, in a binding decision, concluded that the “proposed acquisition by Noverco Inc. of an additional indirect ownership interest in Vermont Gas System Inc., Green Mountain Power Corporation (“GMP”) and subsidiaries of GMP will promote the public good and is approved by the Commission pursuant to 30 V.S.A. 107.”

Filing of Articles of Arrangement with the Director of Corporations Canada

Obtaining the VPUC approval for the Acquirer represented the last condition of a regulatory nature required to close the Transaction.

Therefore, pursuant to the terms of the Arrangement, Valener will file within five business days the articles of arrangement with the Director of Corporations Canada as required under Section 192 of the Canada Business Corporations Act, which means closing is scheduled to occur on or before September 27, 2019, at 12:01 a.m..The effective date of the Transaction, which is the date that will appear on the certificate of arrangement issued by the Director of Corporations Canada pursuant to applicable legislation (the “Certificate”), will be confirmed in a subsequent press release once the Certificate has been received by Valener.

The proposed acquisition at par was announced in March and approved by holders in June. The previous progress report was reported in early August.

The issue commenced trading 2012-6-6 as a FixedReset, 4.35%+281, after being announced 2012-5-15. It reset to 4.62% effective 2017-10-15. I recommended against conversion and there was no conversion to FloatingResets. The issue is tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

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