An application has been granted for the listing of up to eight million cumulative
redeemable five-year rate reset preferred shares, Series A, of AltaGas Ltd.
The Series A preferred shares are to be distributed at a price of $25
per share pursuant to the terms of a prospectus supplement dated Aug.
11, 2010, to the short form base shelf prospectus dated July 15,
2010. The closing of the prospectus offering is expected
to occur prior to the opening on Thursday, Aug. 19, 2010. In
anticipation of such closing, and subject to the occurrence of the closing
of the offering, the Series A preferred shares will be listed and
posted for trading at the opening on Aug. 19, 2010.
Symbol: ALA.PR.A
Cusip No.: 021361 20 9
Trading currency: Canadian
Other markets: none
Designated
market-maker: Raymond James Ltd.
Transfer agent
and registrar: Computershare Trust Company of Canada at its
principal offices in Toronto and Calgary.
Book-entry only certificates representing the Series A preferred
shares will be issued in registered form only to CDS Clearing and Depository
Services Inc., or its nominee, and will be deposited
with CDS on closing of this offering. A purchaser of the Series A preferred
shares will receive only a customer confirmation from the registered
dealer who is a CDS participant and from or through which the
Series A preferred shares are purchased.
Additional information on the Series A preferred shares may be found
in the prospectus, which is available in SEDAR.
The following is a summary of some of the principal provisions of the
Series A preferred shares. Reference should be made to the prospectus
for further details.
Dividends
During the initial fixed rate period, the holders of
the Series A preferred shares will be entitled to receive
fixed cumulative preferential cash dividends,
as and when declared by the board of directors, payable
quarterly on the last day of March, June, September
and December in each year, at an annual
rate equal to $1.25 per share. Such quarterly cash
dividends, if declared, will be 31.25 cents per share.
The initial dividend, if declared, will be payable on
Dec. 31, 2010, and will be 45.89 cents per share,
based on the anticipated closing date of Aug. 19,
2010, in respect of the period from and including
such date of initial issue of Series A preferred
shares to but excluding Dec. 31, 2010.
During each subsequent fixed rate period after
the initial fixed rate period, the holders of Series A
preferred shares will be entitled to receive fixed cumulative
preferential cash dividends, as and when
declared by the board of directors, payable quarterly
on the last day of March, June, September and December
in each year, in the amount per share determined
by multiplying one-quarter of the annual
fixed dividend rate applicable to such subsequent
fixed rate period by $25.
Redemption
The Series A preferred shares will not be redeemable
prior to Sept. 30, 2015. Subject to the provisions
described in the prospectus, on Sept. 30,
2015, and on Sept. 30 in every fifth year thereafter,
AltaGas may redeem all or any part of the then
outstanding Series A preferred shares by the payment
of an amount in cash for each such share so
redeemed of $25 plus all accrued and unpaid dividends
thereon to, but excluding, the date fixed for
redemption.
Conversion
of Series 5
preferred
shares into
Series 6
shares
Holders of Series A preferred shares will have the
right on Sept. 30, 2015, and on Sept. 30
in every fifth year thereafter, to convert, subject to the restrictions on conversion
described in the prospectus, all or any of
their Series A preferred shares into Series B
shares on the basis of one Series B share for each
Series A preferred share. Notice of a holder's intention
to convert Series A preferred shares must be
received by the transfer agent and registrar for the
Series A preferred shares at its principal office in
Calgary or Toronto not earlier than the 30th day prior
to, but not later than 5 p.m. (Toronto time) on the
15th day preceding, a Series A conversion date.
Holders of Series A preferred shares will not be entitled
to convert their shares into Series B shares if
AltaGas determines that there would remain outstanding
on a Series A conversion date less than
one million Series B shares, after having taken into
account all Series A preferred shares tendered for
conversion into Series B shares and all Series B
shares tendered for conversion into Series A preferred
shares. AltaGas will give notice thereof to all
affected registered holders of the Series A preferred
shares at least seven days prior to the applicable
Series A conversion date. Furthermore, if AltaGas
determines that there would remain outstanding on
a Series A conversion date less than one million Series
A preferred shares, after having taken into account
all Series A preferred shares tendered for
conversion into Series B shares and all Series B
shares tendered for conversion into Series A preferred
shares, then all of the remaining outstanding
Series A preferred shares will automatically be converted
into Series B shares on the basis of one Series
B share for each Series A preferred share on
the applicable Series A conversion date and
AltaGas will give notice thereof to the then registered
holders of such remaining Series A preferred
shares at least seven days prior to the Series A
conversion date.
The Series B shares have been conditionally approved
for listing on the TSX at the end of the initial fixed rate period,
which is anticipated to be on or about Sept. 30,
2015, or at such other time the Series B shares
meet the listing requirements of the TSX.
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