PPL.PF.E – Series 25 Prospectus – Pembina Pipeline Corporation Preferred Shares
The following is a set of excerpts from the prospectus document for the Series 25 preferreds. The excerpts, highlight the most relevant information, an investor should know when analyzing this preferred. A link to the prospectus is provided lower in this page. The original document for PPL.PF.E – Series 25 Prospectus – Pembina Pipeline Corporation Preferred Shares was used for the excerpts and the important information was highlighted for quick access.
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Excerpt: Size and initial yield
December 8, 2017 KINDER MORGAN CANADA LIMITED $250,000,000 10,000,000 Cumulative Redeemable Minimum Rate Reset Preferred Shares, Series 3 Kinder Morgan Canada Limited (the “Company”) is hereby qualifying the distribution (the “Offering”) of 10,000,000 cumulative redeemable minimum rate reset Preferred Shares, Series 3 (“Series 3 Shares”) of the Company at a price of $25.00 per Series 3 Share. See “Details of the Offering” and “Plan of Distribution”.
The holders of Series 3 Shares will be entitled to receive, as and when declared by the board of directors of the Company out of moneys of the Company properly applicable to the payment of dividends, fixed, cumulative, preferential cash dividends for the initial period (the “Initial Fixed Rate Period”) from and including the date of issue of the Series 3 Shares up to but excluding February 15, 2023, at an annual rate of $1.3000 per share, payable quarterly on the 15th day of February, May, August and November in each year, other than February 15, 2018. If any such date is not a business day, the dividend will be paid on the next succeeding business day. Assuming an issue date of December 15, 2017, the first dividend, if declared, will be payable on February 15, 2018, in the amount of $0.22082 per share.
Excerpt: Reset Date and Yield Terms
For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”, as defined herein), the holders of Series 3 Shares shall be entitled to receive, as and when declared by the board of directors of the Company, fixed, cumulative, preferential cash dividends, payable quarterly on the 15th day of February, May, August and November in each year, in the amount per share determined by multiplying one-quarter of the Annual Fixed Dividend Rate (as defined herein) for such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by the Company on the Fixed Rate Calculation Date (as defined herein) and will be equal to the sum of the Government of Canada Yield (as defined herein) on the Fixed Rate Calculation Date plus 3.51%, provided that, in any event, such rate shall not be less than 5.20%.
This spread will remain unchanged over the life of the Series 3 Shares. See “Details of the Offering”. The Series 3 Shares shall not be redeemable prior to February 15, 2023. Subject to the provisions described under “Details of the Offering – Certain Provisions of Series 3 Shares – Restrictions on Payments and Reductions of Capital”, on February 15, 2023, and on February 15 in every fifth year thereafter, the Company may, at its option, upon not less than 30 days and not more than 60 days prior written notice, redeem for cash all or any part of the outstanding Series 3 Shares by the payment of $25.00 per Series 3 Share plus all accrued and unpaid dividends. See “Details of the Offering”.
Excerpt: Conversion Terms
Option to Convert into Series 4 Shares The Series 3 Shares shall not be convertible prior to February 15, 2023. The holders of the Series 3 Shares will have the right to convert all or any of their Series 3 Shares into cumulative redeemable floating rate Preferred Shares, Series 4 of the Company (the “Series 4 Shares”), subject to certain conditions, on February 15, 2023 and on February 15 in every fifth year thereafter. The holders of the Series 4 Shares will be entitled to receive, as and when declared by the board of directors of the Company, quarterly floating rate cumulative preferential cash dividends payable on the 15th day of February, May, August and November in each year (each such quarterly dividend period is referred to as a “Quarterly Floating Rate Period”, as defined herein) in the amount per share determined by multiplying the Floating Quarterly Dividend Rate (as defined herein) for such Quarterly Floating Rate Period by $25.00 and multiplying that product by a fraction, the numerator of which is the actual number of days in such Quarterly Floating Rate Period and the denominator of which is 365 or 366, depending upon the actual number of days in the applicable year. The Floating Quarterly Dividend Rate will be the annual rate of interest equal to the sum of the T-Bill Rate (as defined herein) on the applicable Floating Rate Calculation Date (as defined herein) plus 3.51%.
This spread will remain unchanged over the life of the Series 4 Shares. See “Details of the Offering”. The Series 3 Shares and Series 4 Shares are series of shares in the same class. The conversion right entitles holders to elect periodically which of the two series they wish to hold and does not entitle holders to receive a different class or type of securities. Other than the different dividend rights and redemption rights attached thereto, the Series 3 Shares and Series 4 Shares are identical in all material respects. See “Risk Factors”.
PPL.PF.E – Series 25 Prospectus – Pembina Pipeline Corporation Preferred Shares Original Document
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