UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October, 2023
Commission File Number 001-15214

TRANSALTA CORPORATION
(Translation of registrant's name into English)

 

110-12th Avenue S.W., Box 1900, Station “M”, Calgary, Alberta, Canada, T2P 2M1
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ¨                           Form 40-F þ

 

 

   

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  TRANSALTA CORPORATION  
         
  By: /s/ Scott Jeffers  
    Name: Scott Jeffers  
    Title: Vice President, Legal and Corporate Secretary  
         

 

Date: October 12, 2023

 

 

   

 

Exhibit Index

Exhibit Number

  

Description of Document

     
99.1   Material Change Report, dated October 11, 2023

 

 

 

 

   

EXHIBIT 99.1

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company
   
  TransAlta Corporation (“TransAlta”)
 

Suite 1400, 1100 - 1st Street S.E.

Calgary, Alberta

T2G 1B1

     
Item 2 Date of Material Change
   
  October 5, 2023
   
Item 3 News Release
   
  TransAlta and TransAlta Renewables Inc. (“RNW”) issued a joint news release prior to the opening of trading on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) on October 5, 2023, which was issued through CISION by PR Newswire and subsequently filed under TransAlta’s corporate profile on SEDAR+ at www.sedarplus.ca on EDGAR at www.sec.gov/edgar.shtml.
   
Item 4 Summary of Material Change
   
  On October 5, 2023, RNW and TransAlta announced the completion of a court-approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement”), pursuant to which TransAlta acquired all of the issued and outstanding common shares of RNW (each, an “RNW Share”) not already owned, directly or indirectly, by TransAlta and certain of its affiliates. Under the terms of the Arrangement, holders of the RNW Shares (“RNW Shareholders”) and holders of deferred share units (“DSUs”) of RNW (“DSU Holders”) had the option to receive for each RNW Share: (a) 1.0337 common shares of TransAlta (“TransAlta Shares”); or (b) $13.00 in cash, subject to the terms and conditions of the Arrangement, including pro-rationing.
   
Item 5.1 Full Description of Material Change
   
  The following is a summary of the Arrangement and is qualified in its entirety by the full text of the related materials thereto under RNW’s corporate profile on SEDAR+ and www.sedarplus.ca.
   
  Effective October 5, 2023, RNW and TransAlta completed the Arrangement in accordance with the arrangement agreement dated July 10, 2023 between RNW and TransAlta. Pursuant to the Arrangement, RNW Shareholders and DSU Holders had the option to receive for each RNW Share: (a) 1.0337 TransAlta Shares; or (b) $13.00 in cash, subject to the terms and conditions of the Arrangement, including pro-rationing.
   
  Under the Arrangement, following pro-rationing, TransAlta:
     
  · issued an aggregate of 46,488,651 TransAlta Shares to RNW Shareholders and DSU Holders who elected to receive TransAlta Shares in exchange for their RNW Shares or DSUs, respectively; and
     
  · paid an aggregate of $799,991,625.43 to RNW Shareholders who elected to receive cash in exchange for their RNW Shares.
   

 

 1 

 

 

 

  In accordance with an interim order dated August 23, 2023 of the Court of King’s Bench of Alberta (the “Interim Order”), RNW held the special meeting of the RNW Shareholders on September 26, 2023 (the “Meeting”). Pursuant to the Interim Order, the RNW Shareholders were permitted to vote on a special resolution considering the Arrangement. At the Meeting, the RNW Shareholders voted to approve a special resolution to approve the Arrangement. Pursuant to the requirements under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Arrangement was also approved by a simple majority of the votes cast by RNW Shareholders, excluding votes cast by persons who were deemed to be an “interested party” or a “related party” of an “interested party” in relation to RNW with respect to the Arrangement within the meaning of MI 61-101.
   
  Following the Meeting, RNW obtained a final order dated October 4, 2023 of the Court of King’s Bench of Alberta approving the Arrangement.
   
  As a result of the Arrangement, RNW became a wholly-owned subsidiary of TransAlta. TransAlta remains listed on the TSX and the NYSE under the symbols “TA” and “TAC”, respectively. RNW has submitted an application to cease to be a reporting issuer in each of the provinces of Canada under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The RNW Shares were delisted from the TSX at the close of trading on October 10, 2023.
   
Item 5.2 Disclosure of Restructuring Transactions
   
  Not applicable.
   
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102 Continuous Disclosure Obligations
   
  Not applicable.
   
Item 7 Omitted Information
   
  Not applicable.
   
Item 8 Executive Officer
   
  For further information, please contact:
  Kerry O’Reilly, Executive Vice President | Legal, Commercial and External Affairs
  Telephone: (403) 267.7110.
   
Item 9 Date of Report
     
  October 11, 2023.

 

 

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