PPL.PR.O - Series 15 Prospectus – Pembina Pipeline Corporation Preferred Shares

PPL.PR.O – Series 15 Prospectus – Pembina Pipeline Corporation Preferred Shares

The following is a set of excerpts from the prospectus document for the Series 15 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.PR.O – Series 15 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

February 7, 2012 VERESEN INC. $150,000,000 6,000,000 Cumulative Redeemable Preferred Shares, Series A We are hereby qualifying for distribution (the “Offering”) 6,000,000 Cumulative Redeemable Preferred Shares, Series A (the “Series A Preferred Shares”) at a price of $25.00 per Series A Preferred Share (the “Offering Price”).
The holders of Series A Preferred Shares will be entitled to receive, as and when declared by our board of directors (the “Board of Directors”), out of moneys of Veresen properly applicable to the payment of dividends, fixed cumulative preferential cash dividends for the initial period from and including the date of issue of the Series A Preferred Shares to, but excluding, September 30, 2017 (the “Initial Fixed Rate Period”), at an annual rate of $1.10 per Series A Preferred Share, payable quarterly on the last day of March, June, September and December in each year, less any tax required to be deducted or withheld by Veresen.
If any such date is not a Business Day (as defined herein), the dividend will be paid on the next succeeding Business Day. Assuming an issue date of February 14, 2012, the first dividend, if declared, will be payable on June 30, 2012 in the amount of $0.4117 per Series A Preferred Share. See “Details of the Offering”.

Excerpt: Reset Date and Yield Terms

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of Series A Preferred Shares will be entitled to receive, as and when declared by the Board of Directors, fixed cumulative preferential cash dividends, 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 (as defined herein) for such Subsequent Fixed Rate Period by $25.00, less any tax required to be deducted or withheld by Veresen. The Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period will be determined by us on the applicable 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 applicable Fixed Rate Calculation Date plus a spread of 2.92%. See “Details of the Offering”.

The Series A Preferred Shares will not be redeemable prior to September 30, 2017. On September 30, 2017, and on September 30 in every fifth year thereafter, we may, at our 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 A Preferred Shares by the payment of $25.00 per Series A Preferred Share plus all accrued and unpaid dividends. See “Details of the Offering”.

Excerpt: Conversion Terms

Option to Convert Series A Preferred Shares into Series B Preferred Shares The holders of the Series A Preferred Shares will have the right to convert all or any of their shares into our Cumulative Redeemable Preferred Shares, Series B (the “Series B Preferred Shares”), subject to certain conditions, on September 30, 2017 and on September 30 in every fifth year thereafter.
The holders of the Series B Preferred Shares will be entitled to receive, as and when declared by the Board of Directors, quarterly floating rate cumulative preferential cash dividends, payable on the last day of March, June, September and December in each year, in the amount per share determined by multiplying the Floating Quarterly Dividend Rate (as defined herein) for such Quarterly Floating Rate Period (as defined herein) 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, less any tax required to be deducted or withheld by Veresen.
If any such date is not a Business Day, the dividend will be paid on the next succeeding Business Day. 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 a spread of 2.92%. See “Details of the Offering”.
The Series A Preferred Shares and Series B Preferred 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, subject to certain restrictions and automatic conversion in certain circumstances, 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 A Preferred Shares and the Series B Preferred Shares are identical in all material respects. See “Details of the Offering”.