Emera Incorporated Announces Conversion Privilege of Cumulative Rate Reset First Preferred Shares, Series C

Jul 06, 2023 02:31 pm
HALIFAX, Nova Scotia -- 

Emera Incorporated (“Emera” or the “Company”) (TSX: EMA) announced today that it does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative Rate Reset First Preferred Shares, Series C of the Company (the “Series C Shares”) on August 15, 2023. There are currently 10,000,000 Series C Shares outstanding.

Subject to certain conditions set out in the prospectus supplement of the Company dated May 31, 2012, to the amended and restated short form base shelf prospectus dated February 18, 2011, relating to the issuance of the Series C Shares (collectively, the “Prospectus”), the holders of the Series C Shares have the right, at their option, to convert all or any of their Series C Shares, on a one-for-one basis, into Cumulative Floating Rate First Preferred Shares, Series D of the Company (the “Series D Shares”) on August 15, 2023 (the “Conversion Date”). On such date, holders who do not exercise their right to convert their Series C Shares into Series D Shares will continue to hold their Series C Shares.

The foregoing conversion right is subject to the following:

  1. if the Company determines that there would be less than 1,000,000 Series D Shares outstanding on the Conversion Date, then holders of Series C Shares will not be entitled to convert their shares into Series D Shares, and

  2. alternatively, if the Company determines that there would remain outstanding less than 1,000,000 Series C Shares on the Conversion Date, then all remaining Series C Shares will automatically be converted into Series D Shares on a one-for-one basis on the Conversion Date.

In either case, Emera will give written notice to that effect to holders of Series C Shares no later than August 8, 2023.

The dividend rate applicable for the Series C Shares for the five-year period commencing on August 15, 2023 and ending on (and inclusive of) August 14, 2028, and the dividend rate applicable to the Series D Shares for the 3-month period commencing on August 15, 2023 and ending on (and inclusive of) November 14, 2023, will be determined on July 17, 2023 and notice of such dividend rates shall be provided to the holders of the Series C Shares on that day.

Holders of Series C Shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from July 17, 2023 until 5:00 p.m. (EDT) on July 31, 2023. Any notices received after this deadline will not be valid. As such, it is recommended that this be done well in advance of the deadline in order to provide their broker or other nominee with adequate time to complete the necessary steps.

Holders of Series C Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series C Shares and receive the new annual fixed dividend rate applicable to the Series C Shares, subject to the conditions stated above. Holders of Series C Shares will have the opportunity to convert their shares again on August 15, 2028 and every five years thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with, an investment in Series C Shares and Series D Shares, please see the Company’s Prospectus, which is available on SEDAR at www.sedar.com.

Forward Looking Information

This news release contains forward-looking information within the meaning of applicable securities laws with respect to Emera, the Series C Shares and the Series D Shares. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management’s current beliefs and are based on information currently available to Emera management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera’s assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera’s securities regulatory filings, including under the heading “Enterprise Risk and Risk Management” in Emera’s annual Management’s Discussion and Analysis, and under the heading “Principal Financial Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR at www.sedar.com.

About Emera

Emera is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia, with approximately $39 billion in assets and 2022 revenues of more than $7.5 billion. The company primarily invests in regulated electricity generation and electricity and gas transmission and distribution with a strategic focus on transformation from high carbon to low carbon energy sources. Emera has investments in Canada, the United States and in three Caribbean countries. Emera’s common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, EMA.PR.F, EMA.PR.H, EMA.PR.J and EMA.PR.L. Depositary receipts representing common shares of Emera are listed on the Barbados Stock Exchange under the symbol EMABDR and on The Bahamas International Securities Exchange under the symbol EMAB. Additional information can be accessed at www.emera.com or at www.sedar.com.

Emera Inc.
Investor Relations
Dave Bezanson, VP, Investor Relations & Pensions
902-474-2126
[email protected]

Arianne Amirkhalkhali, Manager, Investor Relations
902-425-8130
[email protected]

Media
902-222-2683
[email protected]