Northland Power Announces the Conversion of Remaining Convertible Securities Resulting From Recently Completed Projects
22 Agosto 2013 - 8:06PM
Marketwired
Northland Power Inc. ("Northland")
(TSX:NPI)(TSX:NPI.PR.A)(TSX:NPI.PR.C)(TSX:NPI.DB.A) announced today
that its remaining Class C Convertible Shares and all of its Class
B Convertible Shares have converted to Class A Shares and all of
its remaining Replacement Rights are now convertible to Common
Shares pursuant to the terms of those securities.
A process for determining the convertibility of these securities
(the "Determination Process") was established as part of the terms
of the 2009 merger between Northland Power Inc. and Northland Power
Income Fund and is incorporated in Northland's corporate Articles
of Arrangement. Pursuant to the Determination Process, a special
committee of the independent directors of Northland (the "Special
Committee") retained BMO Capital Markets as an independent
financial advisor (the "Financial Advisor") to determine the Fair
Market Value and the Development Profits (as defined in the 2009
merger documents and corporate articles) of certain recently
completed Northland projects.
The terms of Northland's Class B Convertible Shares and Class C
Convertible Shares provide that these shares may be converted into
Class A Shares based on the Development Profits attributable to
certain of Northland's electricity generation projects as they are
completed. Development Profits are determined by the Determination
Process and are calculated as the mid-point of a fair market value
range of the projects at completion as determined by the Financial
Advisor, less the actual project costs and other adjusting items.
The Special Committee provided direction and oversight to the
Financial Advisor. The report prepared by the Financial Advisor is
not a "formal valuation" for purposes of Multilateral Instrument
61-101.
Northland's North Battleford natural gas facility achieved
commercial operation on June 5, 2013. In addition, four of
Northland's Ground-mounted Solar Phase I projects achieved
commercial operation on June 21, 2013. Lastly, Northland has
continued to receive payments associated with the sale of its South
Kent development project. These projects were determined to be all
of the qualifying projects to be included in the current
Determination Process.
The Financial Advisor determined that the total Development
Profit for these qualifying projects, after the required
adjustments, was more than sufficient to convert the remaining
Class C Convertible Shares and all of the Class B Convertible
Shares. As a result, 4,289,808 Class C Convertible Shares and
8,067,723 Class B Convertible Shares have been converted into Class
A Shares on a one-for-one basis (the "Conversions"). There are no
further Class C Convertible Shares or Class B Convertible Shares
outstanding.
All of the Class C Convertible Shares and Class B Convertible
Shares were held by Northland Power Holdings Inc. ("NPHI"), a
corporation indirectly owned by James C. Temerty, the Chair of the
Corporation. Contemporaneously with the Conversions, NPHI converted
all of the Class A Shares received as a result of the Conversions
into an equal number of Common Shares. Mr. Temerty beneficially
owns or has control or direction over 47,276,608 Common Shares and
1,000,000 Class A Shares.
Northland also announced that 759,355 contingent Replacement
Rights securities held by senior management of Northland have now
become convertible into Common Shares on a one-for-one basis
pursuant to the terms of those securities and proportionate to the
conversion of the Class C Convertible Shares. The holders of these
Replacement Rights have exercised their rights to acquire Common
Shares in full. Accordingly, no Replacement Rights remain
outstanding.
ABOUT NORTHLAND
Northland Power is an independent power producer founded in
1987, and publicly traded since 1997. Northland produces 'clean'
(natural gas) and 'green' (wind, solar, and hydro) energy,
providing sustainable long-term value to shareholders,
stakeholders, and host communities. The company owns or has a net
economic interest in 1,319 MW of operating generating capacity,
with an additional 90 MW of generating capacity currently in
construction, and another 200 MW of wind, solar and run-of-river
hydro projects with awarded power contracts. In addition, Northland
has acquired the rights to a majority equity stake in Gemini, a 600
MW offshore wind project located 85 km off the coast of the
Netherlands in the North Sea. Northland's cash flows are
diversified over five geographically separate regions and
regulatory jurisdictions in Canada, Europe and the United
States.
Northland Power's common shares, Series 1 and Series 3 preferred
shares and convertible debentures trade on the Toronto Stock
Exchange under the symbols NPI, NPI.PR.A, NPI.PR.C and NPI.DB.A,
respectively.
Contacts: Barb Bokla Manager, Investor Relations 647-288-1438
Adam Beaumont Director of Finance 647-288-1929 416-962-6266
(FAX)investorrelations@northlandpower.ca www.northlandpower.ca
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