CALGARY,
AB, Dec. 15, 2023 /CNW/ - Canadian
Utilities Limited (TSX: CU) (TSX: CU.X)
Canadian Utilities Limited ("Canadian Utilities") is
pleased to announce the completion of its previously announced
exchange proposal to holders of Class B common shares ("Class B
Shares") other than ATCO Ltd. and certain of its related
parties (collectively, "ATCO"). The transaction was
completed by way of a plan of arrangement under the Canada
Business Corporations Act (the "Arrangement")
following the receipt of a final order approving the Arrangement
from the Court of King's Bench of Alberta and the approval by (i) holders
of Class B Shares ("Class B Share Owners"), and (ii) Class B
Share Owners other than ATCO ("Non-Controlling Class B Share
Owners") at a special meeting of Class B Share Owners called to
consider the Arrangement (the "Meeting").
Under the terms of the Arrangement, each Class B Share held by a
Non-Controlling Class B Share Owner was exchanged for 1.1 Class A
non-voting shares ("Class A Shares") of Canadian
Utilities.
The Class B Shares will be delisted from the Toronto Stock
Exchange (the "TSX") within three trading days following the
completion of the Arrangement. The Class A Shares will continue to
trade on the TSX under the symbol "CU". Additional information
regarding the Arrangement, including information regarding the
procedure for exchanging Class B Shares for Class A Shares issued
in the Arrangement, is provided in the management information
circular of Canadian Utilities dated November 15, 2023, which
has been filed under Canadian Utilities' SEDAR+ profile
at www.sedarplus.ca, and is also available on Canadian
Utilities' website: www.canadianutilities.com.
VOTING RESULTS
The Meeting was held on December 14, 2023. The total number
of Class B Shares represented by Class B Share Owners at the
Meeting and by proxy was 67,104,516, representing 98.16 per
cent of the outstanding Class B Shares. The votes by ballot on
the special resolution to approve the Arrangement (the
"Arrangement Resolution") were received as follows:
|
Approval
Type
|
# Votes
For
|
% Votes
For
|
# Votes
Against
|
% Votes
Against
|
|
Class B Share Owner
Approval(1)
|
67,081,292
|
99.97 %
|
23,224
|
0.03 %
|
|
Minority Class B Share
Owner
Approval(2)
|
482,438
|
95.41 %
|
23,224
|
4.59 %
|
|
Notes:
|
|
|
(1)
|
At least two-thirds of
the votes cast by Class B Share Owners present or represented by
proxy and entitled to vote at the Meeting voted in favour of the
Arrangement Resolution, as required by the interim order of the
Court of King's Bench of Alberta.
|
|
(2)
|
At least a simple
majority of the votes cast by Class B Share Owners present or
represented by proxy and entitled to vote at the Meeting, excluding
the votes cast by ATCO and any other Class B Share Owners whose
votes are required to be excluded pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions, voted in favour of the Arrangement
Resolution, as required by the interim order of the Court of King's
Bench of Alberta.
|
Detailed voting results for the Meeting are available under
Canadian Utilities' SEDAR+ profile at www.sedarplus.ca.
ABOUT CANADIAN UTILITIES
Canadian Utilities Limited and its subsidiary and affiliate
companies have approximately 8,000 employees and assets of
$23 billion. Canadian Utilities, an
ATCO company, is a diversified global energy infrastructure
corporation delivering essential services and innovative business
solutions in Utilities (electricity and natural gas transmission
and distribution, and international operations); Energy
Infrastructure (energy storage, energy generation, industrial water
solutions, and clean fuels); and Retail Energy (electricity and
natural gas retail sales, and whole-home solutions). More
information can be found at www.canadianutilities.com.
Investor & Analyst Inquiries
Colin Jackson
Senior Vice President, Finance, Treasury & Sustainability
Colin.Jackson@atco.com
(403) 808 2636
Media Inquiries
Kurt Kadatz
Director, Corporate Communications
Kurt.Kadatz@atco.com
(587) 228 4571
Subscription Inquiries
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FORWARD-LOOKING INFORMATION
Certain statements contained in this news release constitute
forward-looking information. Forward-looking information is often,
but not always, identified by the use of words such as
"anticipate", "plan", "estimate", "expect", "may", "will",
"intend", "should", "goals", "targets", "strategy", "future", and
similar expressions. In particular, forward-looking information in
this news release includes, but is not limited to, references to
expectations with respect to delisting the Class B Shares from the
TSX and the continued listing of the Class A Shares.
Although Canadian Utilities believes that the expectations
reflected in the forward-looking information are reasonable based
on the information available on the date such statements are made
and processes used to prepare the information, such statements are
not guarantees of future performance and no assurance can be given
that these expectations will prove to be correct. Forward looking
information should not be unduly relied upon. By their nature,
these statements involve a variety of assumptions, known and
unknown risks and uncertainties, and other factors, which may cause
actual results, levels of activity, and achievements to differ
materially from those anticipated in such forward-looking
information. The forward-looking information reflects Canadian
Utilities' beliefs and assumptions with respect to, among other
things, the receipt of all necessary stock exchange approvals and
other assumptions inherent in management's expectations in respect
of the forward-looking information identified herein.
Actual results could differ materially from those anticipated in
this forward-looking information as a result of, among other
things, the failure of Canadian Utilities to receive, in a timely
manner, the necessary stock exchange approvals and other risk
factors, many of which are beyond the control of Canadian
Utilities. Due to the interdependencies and correlation of these
factors, the impact of any one material assumption or risk on a
forward-looking statement cannot be determined with certainty.
Readers are cautioned that the foregoing lists are not exhaustive.
Additional risk factors relating to Canadian Utilities are
described in further detail in its management's discussion and
analysis and annual information form for the year
ended December 31, 2022, and in its management's discussion
and analysis for the three and nine months ended September 30,
2023, which are available on SEDAR+ at www.sedarplus.ca.
Any forward-looking information contained in this news release
represents Canadian Utilities' expectations as of the date hereof
and is subject to change after such date. Canadian Utilities
disclaims any intention or obligation to update or revise any
forward-looking information whether as a result of new information,
future events or otherwise, except as required by applicable
securities legislation.
SOURCE CU Inc.
