SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report of
Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of March 2010
Commission
File No. 1-31690
TransCanada
Corporation
(Translation
of Registrant's Name into English)
450
– 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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¨
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Form
40-F
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þ
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ¨
Exhibits
3.1 and 3.1.1 to this report, furnished on Form 6-K, are furnished, not filed,
and will not be incorporated by reference into any registration statement filed
by the registrant under the Securities Act of 1933, as amended.
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.
Date:
March 10, 2010
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TRANSCANADA
CORPORATION
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By:
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/s/ Donald J. DeGrandis |
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Donald
J. DeGrandis
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Corporate
Secretary
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EXHIBIT
INDEX
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| 3.1 | Registrant’s Articles of Amendment dated March 8, 2010. |
| 3.1.1 | Registrant’s Certificate of Amendment dated March 8, 2010. |
EXHIBIT
3.1
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Industry
Canada
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Industrie
Canada
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electronic
transaction
report
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Rapport
de la transaction
électronique
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Canada
Business
Corporations
Act
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Loi
canadienne sur les
sociétés
par actions
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Articles
Of Amendment
(sections
27 or 177)
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clauses
modificatrices
(articles 27 ou
177)
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Processing Type – Mode de
traitement: E-Commerce/Commerce-É
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1.
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Name of Corporation – Dénomination de la société
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2.
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Corporation No. - N° de la société
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TransCanada
Corporation
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414844-4
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3.
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The articles of the above-named corporation are amended as
follows:
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Les
statuts de la société mentionnée ci-dessus sont modifiés de la façon
suivante:
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(a)
Pursuant to subsection 27(4) of the Canada Business Corporations
Act, the articles of the Corporation are hereby amended to create a third
series of First Preferred Shares, to be designated as “Cumulative Redeemable
First Preferred Shares, Series 3” and limited in number to 14,000,000 shares,
each such Cumulative Redeemable First Preferred Share, Series 3 having attached
thereto the rights, privileges, restrictions and conditions set out in the
attached Schedule “A”.
(b)
Pursuant to subsection 27(4) of the Canada Business Corporations
Act, the articles of the Corporation are hereby amended to create a
fourth series of First Preferred Shares, to be designated as “Cumulative
Redeemable First Preferred Shares, Series 4” and limited in number to 14,000,000
shares, each such Cumulative Redeemable First Preferred Share, Series 4 having
attached thereto the rights, privileges, restrictions and conditions set out in
the attached Schedule “B”.
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Date
2010-03-08
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Name
– Nom
D.J.
DeGrandis
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Signature
Signed
"Donald J. DeGrandis"
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Capacity
of - en qualité
AUTHORIZED
OFFICER
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SCHEDULE
“A” TO ARTICLES OF AMENDMENT OF
TRANSCANADA
CORPORATION
The third
series of First Preferred Shares of the Corporation shall consist of
14,000,000 shares designated as Cumulative Redeemable First Preferred
Shares, Series 3 (the “Series 3 Preferred Shares”). In addition to the rights,
privileges, restrictions and conditions attaching to the First Preferred Shares
as a class, the rights, privileges, restrictions and conditions attaching to the
Series 3 Preferred Shares shall be as follows:
(1) Interpretation
(a) In
these Series 3 Preferred Share provisions, the following expressions have the
meanings indicated:
(i)
“Annual Fixed Dividend Rate” means, for any Subsequent Fixed Rate Period, the
annual rate of interest (expressed as a percentage rounded to the nearest one
hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to
the sum of the Government of Canada Yield on the applicable Fixed Rate
Calculation Date and 1.28%;
(ii)
“Bloomberg Screen GCAN5YR Page” means the display designated as page
“GCAN5YR<INDEX>” on the Bloomberg Financial L.P. service or its successor
service (or such other page as may replace the GCAN5YR<INDEX> page on that
service or its successor service) for purposes of displaying Government of
Canada bond yields;
(iii)
“Book-Based System” means the record entry securities transfer and pledge system
administered by t
he System Operator in
accordance with the operating rules and procedures of the System Operator in
force from time to time and any successor system thereof;
(iv)
“Book-Entry Holder” means the person that is the beneficial holder of a
Book-Entry Share;
(v)
“Book-Entry Shares” means the Series 3 Preferred Shares held through the
Book-Based System;
(vi)
“Business Day” means a day on which chartered banks are generally open for
business in both Calgary, Alberta and Toronto, Ontario;
(vii)
“CDS” means CDS Clearing and Depository Services Inc. or any successor
thereof;
(viii)
“Common Shares” means the common shares of the Corporation;
(ix) “Definitive Share” means
a fully registered, typewritten, printed, lithographed, engraved or otherwise
produced share certificate representing one or more Series 3 Preferred
Shares;
(x)
“Dividend Payment Date” means the last Business Day of March, June, September or
December in any year;
(xi)
“First Preferred Shares” means the first preferred shares of the
Corporation;
(xii)
“Fixed Rate Calculation Date” means, for any Subsequent Fixed Rate Period, the
30th day prior to the first day of such Subsequent Fixed Rate
Period;
(xiii)
“Floating Quarterly Dividend Rate” means, for any Quarterly Floating Rate
Period, the annual rate of interest (expressed
as a percentage rounded to the nearest one hundred-thousandth of one percent
(with 0.000005% being rounded up)) equal to the sum of the T-Bill Rate on the
applicable Floating Rate Calculation Date and 1.28%;
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(xiv)
“Floating Rate Calculation Date” means, for any Quarterly Floating Rate Period,
the 30th day prior to the first day of such Quarterly Floating Rate
Period;
(xv)
“Global Certificate” means the global certificate representing outstanding
Book-Entry Shares;
(xvi)
“Government of Canada Yield” on any date means the yield to maturity on such
date (assuming semi-annual compounding) of a Canadian dollar denominated
non-callable Government of Canada bond with a term to maturity of five years as
quoted as of 10:00 a.m. (Toronto time) on such date and that appears on the
Bloomberg Screen GCAN5YR Page on such date; provided that if such rate does not
appear on the Bloomberg Screen GCAN5YR Page on such date, then the Government of
Canada Yield shall mean the arithmetic average of the yields quoted to the
Corporation by two registered Canadian investment dealers selected by the
Corporation as being the annual yield to maturity on such date, compounded
semi-annually, that a non-callable Government of Canada bond would carry if
issued, in Canadian dollars in Canada, at 100% of its principal amount on such
date with a term to maturity of five years;
(xvii)
“Initial Fixed Rate Period” means the period from and including the date of
issue of the Series 3 Preferred Shares to but excluding June 30,
2015;
(xviii)
“Liquidation” means the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution of
assets of the Corporation among its shareholders for the purpose of winding up
its affairs;
(xix)
“Participants” means the participants in the Book-Based System;
(xx) “Pro
Rated Dividend” means the amount determined by multiplying the amount of the
dividend payable for a Quarter in which a Liquidation, conversion or redemption
is to occur by four and multiplying that product by a fraction, the numerator of
which is the number of days from and including the Dividend Payment Date
immediately preceding the date fixed for Liquidation, conversion or redemption
to but excluding such date and the denominator of which is 365 or 366, depending
upon the actual number of days in the applicable year;
(xxi)
“Quarter” means a three-month period ending on a Dividend Payment
Date;
(xxii)
“Quarterly Commencement Date” means the last Business Day of March, June,
September and December in each year, commencing June 30, 2015;
(xxiii)
“Quarterly Floating Rate Period” means the period from and including a Quarterly
Commencement Date to but excluding the next succeeding Quarterly Commencement
Date;
(xxiv)
“Series 3 Conversion Date” means June 30, 2015, and June 30 in every fifth year
thereafter;
(xxv)
“Series 4 Preferred Shares” means the Cumulative Redeemable First Preferred
Shares, Series 4 of the Corporation;
(xxvi)
“Subsequent Fixed Rate Period” means, for the initial Subsequent Fixed Rate
Period, the period from and including June 30, 2015, to but excluding June 30,
2020, and for each succeeding Subsequent Fixed Rate Period means the period from
and including the day immediately following the last day of the immediately
preceding Subsequent Fixed Rate Period to but excluding June 30 in the fifth
year thereafter;
(xxvii)
“System Operator” means CDS or its nominee or any successor thereof;
and
(xxviii)
“T-Bill Rate” means, for any Quarterly Floating Rate Period, the average yield
expressed as an annual rate on 90 day Government of Canada treasury bills, as
reported by the Bank of Canada, for the most recent treasury bills auction
preceding the applicable Floating Rate Calculation Date.
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(b) The
expressions “on a parity with”, “ranking prior to”, “ranking junior to” and
similar expressions refer to the order of priority in the payment of dividends
or in the distribution of assets in the event of any Liquidation.
(c) If
any day on which any dividend on the Series 3 Preferred Shares is payable by the
Corporation or on or by which any other action is required to be taken by the
Corporation is not a Business Day, then such dividend shall be payable and such
other action may be taken on or by the next succeeding day that is a Business
Day.
(2) Dividends
(a)
During the Initial Fixed Rate Period, the holders of the Series 3 Preferred
Shares shall be entitled to receive and the Corporation shall pay, as and when
declared by the board of directors of the Corporation, out of the moneys of the
Corporation properly applicable to the payment of dividends, fixed cumulative
preferential cash dividends at an annual rate of $1.00 per share, payable
quarterly on each Dividend Payment Date in each year. The first dividend, if
declared, shall be payable on June 30, 2010, and, notwithstanding the foregoing,
shall be in the amount per share determined by multiplying $1.00 by the number
of days in the period from and including the date of issue of the Series 3
Preferred Shares to but excluding June 30, 2010, and dividing that product by
365.
(b)
During each Subsequent Fixed Rate Period, the holders of the Series 3 Preferred
Shares shall be entitled to receive and the Corporation shall pay, as and when
declared by the Board of Directors, out of the moneys of the Corporation
properly applicable to the payment of dividends, fixed cumulative preferential
cash dividends, payable quarterly on each Dividend Payment Date, in the amount
per share determined by multiplying one-quarter of the Annual Fixed Dividend
Rate for such Subsequent Fixed Rate Period by $25.00.
(c) On
each Fixed Rate Calculation Date, the Corporation shall determine the Annual
Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period. Each such
determination shall, in the absence of manifest error, be final and binding upon
the Corporation and upon all holders of Series 3 Preferred Shares. The
Corporation shall, on each Fixed Rate Calculation Date, give written notice of
the Annual Fixed Dividend Rate for the ensuing Subsequent Fixed Rate Period to
the registered holders of the then outstanding Series 3 Preferred Shares. Each
such notice shall be given by electronic transmission, by facsimile transmission
or by ordinary unregistered first class prepaid mail addressed to each holder of
Series 3 Preferred Shares at the last address of such holder as it appears on
the books of the Corporation or, in the event of the address of any holder not
so appearing, to the address of such holder last known to the
Corporation.
(d) If a
dividend has been declared for a Quarter and a date is fixed for a Liquidation,
redemption or conversion that is prior to the Dividend Payment Date for such
Quarter, a Pro Rated Dividend shall be payable on the date fixed for such
Liquidation, redemption or conversion instead of the dividend declared, but if
such Liquidation, redemption or conversion does not occur, then the full amount
of the dividend declared shall be payable on the originally scheduled Dividend
Payment Date.
(e) If
the dividend payable on any Dividend Payment Date is not paid in full on such
date on all of the Series 3 Preferred Shares then outstanding, such dividend or
the unpaid part of it shall be paid on a subsequent date or dates to be
determined by the Board of Directors on which the Corporation shall have
sufficient moneys properly applicable, under the provisions of any applicable
law and under the provisions of any trust indenture securing bonds, debentures
or other securities of the Corporation, to the payment of the
dividend.
(f)
Cheques of the Corporation payable in lawful money of Canada at par at any
branch of the Corporation’s bankers in Canada may be issued in respect of the
dividends (less any tax required to be deducted) and payment of the cheques
shall satisfy such dividends, or payments in respect of dividends may be made in
any other manner determined by the Corporation.
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(g) The
holders of the Series 3 Preferred Shares shall not be entitled to any dividend
other than as specified in this paragraph (2).
(3) Purchase for
Cancellation
Subject
to the provisions of paragraphs (5) and (9) and subject to such provisions of
the Canada Business
Corporations Act as may
be applicable, the Corporation may at any time or times purchase (if obtainable)
for cancellation all or any part of the Series 3 Preferred Shares outstanding
from time to time
(a)
through the facilities of any stock exchange on which the Series 3 Preferred
Shares are listed,
(b) by
invitation for tenders addressed to all the holders of record of the Series 3
Preferred Shares outstanding, or
(c) in
any other manner,
at the
lowest price or prices at which, in the opinion of the Board of Directors, such
shares are obtainable. If upon any invitation for tenders under the provisions
of this paragraph (3) more Series 3 Preferred Shares are tendered at a price or
prices acceptable to the Corporation than the Corporation is willing to
purchase, the Corporation shall accept, to the extent required, the tenders
submitted at the lowest price and then, if and as required, the tenders
submitted at the next progressively higher prices, and if more shares are
tendered at any such price than the Corporation is prepared to purchase, then
the shares tendered at such price shall be purchased as nearly as may be pro
rata (disregarding fractions) according to the number of Series 3 Preferred
Shares so tendered by each of the holders of Series 3 Preferred Shares who
submit tenders at that price. From and after the date of purchase of any Series
3 Preferred Shares under the provisions of this paragraph (3), the shares so
purchased shall be restored to the status of authorized but unissued
shares.
(4) Redemption
(a) The
Series 3 Preferred Shares shall not be redeemable prior to June 30, 2015.
Subject to the provisions of paragraph (9), on June 30, 2015, and on June 30 in
every fifth year thereafter, the Corporation, upon giving notice as herein
provided, may redeem all or any part of the Series 3 Preferred Shares by the
payment of an amount in cash for each share to be redeemed equal to $25.00 (such
amount being the “redemption amount”) plus all accrued and unpaid dividends
thereon to but excluding the date fixed for redemption (the whole constituting
the “cash redemption price”). For the purposes of subsection 191(4) of the
Income Tax Act (Canada) or any successor or replacement provision of similar
effect, the amount specified in respect of each Series 3 Preferred Share is
$25.00.
(b) In
any case of redemption of Series 3 Preferred Shares under the provisions of this
paragraph (4), the Corporation shall, at least 30 days and not more than 60 days
before the date specified for redemption, mail to each person who at the date of
mailing is a registered holder of Series 3 Preferred Shares to be redeemed a
written notice of the intention of the Corporation to redeem such Series 3
Preferred Shares. Such notice shall be mailed in a prepaid letter addressed to
each such holder at the holder’s address as it appears on the books of the
Corporation or, in the event of the address of any such holder not so appearing,
to the last known address of such holder; provided, however, that accidental
failure to give any such notice to one or more of such holders shall not affect
the validity of such redemption. Such notice shall set out the cash redemption
price and the date on which redemption is to take place and, if part only of the
Series 3 Preferred Shares held by the person to whom it is addressed is to be
redeemed, the number so to be redeemed. On or after the date so specified for
redemption the Corporation shall pay or cause to be paid to or to the order of
the registered holders of the Series 3 Preferred Shares to be redeemed the cash
redemption price on presentation and surrender at the head office of the
Corporation or any other place designated in such notice of the certificates for
the Series 3 Preferred Shares called for redemption, subject to the provisions
of paragraph (14). Such payment shall be made by cheque payable at par at any
branch of the Corporation’s bankers in Canada. Such Series 3 Preferred Shares
shall then be and be deemed to be redeemed and shall be restored to the
status of authorized but unissued shares. If a part only of the
shares represented by any certificate shall be redeemed, a new
certificate for
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the
balance shall be issued at the expense of the Corporation. From and after the
date specified in any such notice, the Series 3 Preferred Shares called for
redemption shall cease to be entitled to dividends and the holders shall not be
entitled to exercise any of the rights of holders in respect thereof unless
payment of the cash redemption price shall not be made upon presentation of
certificates in accordance with the foregoing provisions, in which case the
rights of the holders shall remain unaffected. The Corporation shall have the
right, at any time after the mailing of notice of its intention to redeem any
Series 3 Preferred Shares, to deposit the cash redemption price of the shares so
called for redemption, or of such of the shares represented by certificates that
have not at the date of such deposit been surrendered by the holders in
connection with such redemption, to a special account in any chartered bank or
any trust company in Canada named in such notice, to be paid without interest to
or to the order of the respective holders of such Series 3 Preferred Shares
called for redemption upon presentation and surrender to such bank or trust
company of the certificates representing such shares. Upon such deposit being
made or upon the date specified for redemption in such notice, whichever is the
later, the Series 3 Preferred Shares in respect of which such deposit shall have
been made shall then be and be deemed to be redeemed and shall be restored to
the status of authorized but unissued shares and the rights of the holders after
such deposit or such redemption date shall be limited to receiving without
interest their proportionate part of the total cash redemption price so
deposited against presentation and surrender of the certificates held by them
respectively. Any interest allowed on any such deposit shall belong to the
Corporation and any unclaimed funds remaining on deposit on the sixth
anniversary date of the redemption shall be returned to the Corporation. Subject
to such provisions of the Canada Business Corporations
Act as may be applicable, in case a part only of the then outstanding
Series 3 Preferred Shares is at any time to be redeemed, the shares so to be
redeemed shall be selected by lot in such manner as the Board of Directors or
the transfer agent and registrar, if any, appointed by the Corporation in
respect of such shares shall decide, or, if the Board of Directors so decides,
such shares may be redeemed pro rata (disregarding fractions).
(5) Conversion into Series 4 Preferred
Shares
(a) The
Series 3 Preferred Shares shall not be convertible prior to June 30, 2015.
Holders of Series 3 Preferred Shares shall have the right to convert on each
Series 3 Conversion Date, subject to the provisions hereof, all or any of their
Series 3 Preferred Shares into Series 4 Preferred Shares on the basis of one
Series 4 Preferred Share for each Series 3 Preferred Share. The Corporation
shall, not more than 60 days and not less than 30 days prior to the applicable
Series 3 Conversion Date, give notice in writing in accordance with the
provisions of subparagraph 2(c) to the then registered holders of the Series 3
Preferred Shares of the conversion right provided for in this paragraph (5),
which notice shall set out the Series 3 Conversion Date and instructions to such
holders as to the method by which such conversion right may be exercised. On the
30th day prior to each Series 3 Conversion Date, the Corporation shall give
notice in writing to the then registered holders of the Series 3 Preferred
Shares of the Annual Fixed Dividend Rate for the Series 3 Preferred Shares for
the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly
Dividend Rate for the Series 4 Preferred Shares for the next succeeding
Quarterly Floating Rate Period. Such notice shall be delivered in accordance
with the provisions of subparagraph (2)(c).
(b) If
the Corporation gives notice as provided in paragraph (4) to the holders of the
Series 3 Preferred Shares of the redemption of all of the Series 3 Preferred
Shares, then the right of a holder of Series 3 Preferred Shares to convert such
Series 3 Preferred Shares shall terminate effective on the date of such notice
and the Corporation shall not be required to give the notice specified in
subparagraph (a) of this paragraph (5).
(c)
Holders of Series 3 Preferred Shares shall not be entitled to convert their
shares into Series 4 Preferred Shares if the Corporation determines that there
would remain outstanding on a Series 3 Conversion Date less than 1,000,000 Series 4 Preferred
Shares, after having taken into account all Series 3 Preferred Shares tendered
for conversion into Series 4 Preferred Shares and all Series 4 Preferred Shares
tendered for conversion into Series 3 Preferred Shares, and the Corporation
shall give notice in writing thereof in accordance with the provisions of
subparagraph (2)(c) to all affected registered holders of the Series 3 Preferred
Shares at least seven days prior to the applicable Series 3 Conversion Date and
shall issue and deliver, or cause to be delivered, prior to such Series 3
Conversion Date, at the expense of the Corporation, to such holders of Series 3
Preferred Shares who have surrendered for conversion any certificate or
certificates representing Series 3 Preferred Shares, certificates representing
the Series 3 Preferred Shares represented by any certificate or certificates so
surrendered.
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(d) If
the Corporation determines that there would remain outstanding on a Series 3
Conversion Date less than 1,000,000 Series 3 Preferred Shares, after having
taken into account all Series 3 Preferred Shares tendered for conversion into
Series 4 Preferred Shares and all Series 4 Preferred Shares tendered for
conversion into Series 3 Preferred Shares, then all of the remaining outstanding
Series 3 Preferred Shares shall be converted automatically into Series 4
Preferred Shares on the basis of one Series 4 Preferred Share for each Series 3
Preferred Share on the applicable Series 3 Conversion Date and the Corporation
shall give notice in writing thereof in accordance with the provisions of
subparagraph (2)(c) to the then registered holders of such remaining Series 3
Preferred Shares at least seven days prior to the Series 3 Conversion
Date.
(e) The
conversion right may be exercised by a holder of Series 3 Preferred Shares by
notice in writing, in a form satisfactory to the Corporation (the “Series 3
Conversion Notice”), which notice must be received by the transfer agent and
registrar for the Series 3 Preferred Shares at the principal office in Toronto
or Calgary of such transfer agent and registrar not earlier than the 30th day
prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding,
a Series 3 Conversion Date. The Series 3 Conversion Notice shall indicate the
number of Series 3 Preferred Shares to be converted. Once received by
the transfer agent and registrar on behalf of the Corporation, the election of a
holder to convert is irrevocable. Except in the case where the Series
4 Preferred Shares are in the Book-Based System, if the Series 4 Preferred
Shares are to be registered in a name or names different from the name or names
of the registered holder of the Series 3 Preferred Shares to be converted, the
Series 3 Conversion Notice shall contain written notice in form and execution
satisfactory to such transfer agent and registrar directing the Corporation to
register the Series 4 Preferred Shares in some other name or names (the “Series
4 Transferee”) and stating the name or names (with addresses) and a written
declaration, if required by the Corporation or by applicable law, as to the
residence and share ownership status of the Series 4 Transferee and such other
matters as may be required by such law in order to determine the entitlement of
such Series 4 Transferee to hold such Series 4 Preferred Shares.
(f) If
all remaining outstanding Series 3 Preferred Shares are to be converted into
Series 4 Preferred Shares on the applicable Series 3 Conversion Date as provided
for in subparagraph (d) of this paragraph (5), the Series 3 Preferred Shares
that holders have not previously elected to convert shall be converted on the
Series 3 Conversion Date into Series 4 Preferred Shares and the holders thereof
shall be deemed to be holders of Series 4 Preferred Shares at 5:00 p.m. (Toronto
time) on the Series 3 Conversion Date and shall be entitled, upon surrender
during regular business hours at the principal office in Toronto or Calgary of the transfer agent
and registrar of the Corporation of the certificate or certificates representing
Series 3 Preferred Shares not previously surrendered for conversion, to receive
a certificate or certificates representing the same number of Series 4 Preferred
Shares in the manner and subject to the provisions of this paragraph (5) and
paragraph (14).
(g)
Subject to subparagraph (h) of this paragraph (5) and paragraph (14), as
promptly as practicable after the Series 3 Conversion Date the Corporation shall
deliver or cause to be delivered certificates representing the Series 4
Preferred Shares registered in the name of the holders of the Series 3 Preferred
Shares to be converted, or as such holders shall have directed, on presentation
and surrender at the principal office in Toronto or Calgary of the transfer
agent and registrar for the Series 3 Preferred Shares of the certificate or
certificates for the Series 3 Preferred Shares to be converted. If only a part
of such Series 3 Preferred Shares represented by any certificate shall be
converted, a new certificate for the balance shall be issued at the expense of
the Corporation. From and after the date specified in any Series 4 Conversion
Notice, the Series 3 Preferred Shares converted into Series 4 Preferred Shares
shall cease to be outstanding and shall be restored to the status of authorized
but unissued shares, and the holders thereof shall cease to be entitled to
dividends and shall not be entitled to exercise any of the rights of holders in
respect thereof unless the Corporation shall fail, subject to paragraph (14), to
deliver to the holders of the Series 3 Preferred Shares to be converted share
certificates representing the Series 4 Preferred Shares into which such shares
have been converted.
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(h) The
obligation of the Corporation to issue Series 4 Preferred Shares upon conversion
of any Series 3 Preferred Shares shall be deferred during the continuance of any
one or more of the following events:
(i) the
issuing of such Series 4 Preferred Shares is prohibited pursuant to any
agreement or arrangement entered into by the Corporation to assure its solvency
or continued operation;
(ii) the
issuing of such Series 4 Preferred Shares is prohibited by law or by any
regulatory or other authority having jurisdiction over the Corporation that is
acting in conformity with law; or
(iii) for
any reason beyond its control, the Corporation is unable to issue Series 4
Preferred Shares or is unable to deliver Series 4 Preferred Shares.
(i) The
Corporation reserves the right not to deliver Series 4 Preferred Shares to any
person that the Corporation or its transfer agent and registrar has reason to
believe is a person whose address is in, or that the Corporation or its transfer
agent and registrar has reason to believe is a resident of, any jurisdiction
outside Canada if such delivery would require the Corporation to take any action
to comply with the securities laws of such jurisdiction. In those circumstances,
the Corporation shall hold, as agent of any such person, all or the relevant
number of Series 4 Preferred Shares, and the Corporation shall attempt to sell
such Series 4 Preferred Shares to parties other than the Corporation and its
affiliates on behalf of any such person. Such sales (if any) shall be made at
such times and at such prices as the Corporation, in its sole discretion, may
determine. The Corporation shall not be subject to any liability for failure to
sell Series 4 Preferred Shares on behalf of any such person at all or at any
particular price or on any particular day. The net proceeds received by the
Corporation from the sale of any such Series 4 Preferred Shares shall be
delivered to any such person, after deducting the costs of sale, by cheque or in
any other manner determined by the Corporation.
(6) Liquidation, Dissolution or
Winding-up
In the
event of a Liquidation, the holders of the Series 3 Preferred Shares shall be
entitled to receive $25.00 per Series 3 Preferred Share plus all accrued and
unpaid dividends thereon, which for such purpose shall be calculated on a pro
rata basis for the period from and including the last Dividend Payment Date on
which dividends on the Series 3 Preferred Shares have been paid to but excluding
the date of such Liquidation, before any amount shall be paid or any property or
assets of the Corporation shall be distributed to the holders of the Common
Shares or to the holders of any other shares ranking junior to the Series 3
Preferred Shares in any respect. After payment to the holders of the Series 3
Preferred Shares of the amount so payable to them, they shall not, as such, be
entitled to share in any further distribution of the property or assets of the
Corporation.
(7) Voting Rights
The
holders of Series 3 Preferred Shares will not be entitled (except as otherwise
provided by law and except for meetings of the holders of First Preferred Shares
as a class and meetings of the holders of Series 3 Preferred Shares as a series)
to receive notice of, attend at, or vote at any meeting of shareholders of the
Corporation unless and until the Corporation shall have failed to pay eight
quarterly dividends on the Series 3 Preferred Shares, whether or not consecutive
and whether or not such dividends have been declared and whether or not there
are any moneys of the Corporation properly applicable to the payment of such
dividends. In the event of such non-payment, the holders of Series 3
Preferred Shares shall have the right to receive notice of and to attend each
meeting of shareholders of the Corporation at which directors are to be elected
and which take place more than 60 days after the date on which the failure first
occurs (other than separate meetings of holders of another class or series of
shares), and such holders of Series 3 Preferred Shares shall have the right, at
any such meeting, to one vote with respect to resolutions to elect directors for
each Series 3 Share held until all such arrears of dividends have been paid,
whereupon such rights shall cease unless and until the same default shall again
arise under the provisions of this paragraph (7).
- A8 -
(8) Restrictions on Partial Redemption or
Purchase
So long
as any of the Series 3 Preferred Shares are outstanding, the Corporation shall
not call for redemption, purchase, reduce or otherwise pay for less than all the
Series 3 Preferred Shares and all other preferred shares then outstanding
ranking prior to or on a parity with the Series 3 Preferred Shares with respect
to payment of dividends unless all dividends up to and including the dividends
payable on the last preceding dividend payment dates on all such shares then
outstanding shall have been declared and paid or set apart for payment at the
date of such call for redemption, purchase, reduction or other
payment.
(9) Restrictions on Payment of Dividends
and Reduction of Junior Capital
So long
as any of the Series 3 Preferred Shares are outstanding, the Corporation shall
not:
(a)
declare, pay or set apart for payment any dividends (other than stock dividends
in shares of the Corporation ranking junior to the Series 3 Preferred Shares) on
the Common Shares or any other shares of the Corporation ranking junior to the
Series 3 Preferred Shares with respect to payment of dividends; or
(b) call
for redemption, purchase, reduce or otherwise pay for any shares of the
Corporation ranking junior to the Series 3 Preferred Shares with respect to
repayment of capital or with respect to payment of dividends;
unless
all dividends up to and including the dividends payable on the last preceding
dividend payment dates on the Series 3 Preferred Shares and on all other
preferred shares ranking prior to or on a parity with the Series 3 Preferred
Shares with respect to payment of dividends then outstanding shall have been
declared and paid or set apart for payment at the date of any such action
referred to in subparagraphs 9 (a) and (b).
(10)
Issue of Additional Preferred
Shares
No class
of shares may be created or issued ranking as to repayment of capital or payment
of dividends prior to or on a parity with the Series 3 Preferred Shares without
the prior approval of the holders of the Series 3 Preferred Shares given as
specified in paragraph (11), nor shall the number of Series 3 Preferred Shares
be increased without such approval; provided, however, that nothing in this
paragraph (10) shall prevent the Corporation from creating additional series of
First Preferred Shares and, if all dividends then payable on the Series 3
Preferred Shares shall have been paid or set apart for payment, from issuing
additional series of First Preferred Shares without such approval.
(11)
Sanction by Holders of Series 3
Preferred Shares
The
approval of the holders of the Series 3 Preferred Shares with respect to any and
all matters referred to in these share provisions may be given in writing by all
of the holders of the Series 3 Preferred Shares outstanding or by resolution
duly passed and carried by not less than two-thirds of the votes cast on a poll
at a meeting of the holders of the Series 3 Preferred Shares duly called and
held for the purpose of considering the subject matter of such resolution and at
which holders of not less than a majority of all Series 3 Preferred Shares then
outstanding are present in person or represented by proxy in accordance with the
by-laws of the Corporation; provided, however, that if at any such meeting, when
originally held, the holders of at least a majority of all Series 3 Preferred
Shares then outstanding are not present in person or so represented by proxy
within 30 minutes after the time fixed for the meeting, then the meeting shall
be adjourned to such date, being not less than 15 days later, and to such time
and place as may be fixed by the chairman of such meeting, and at such adjourned
meeting the holders of Series 3 Preferred Shares present in person or so
represented by proxy, whether or not they hold a majority of all Series 3
Preferred Shares then outstanding, may transact the business for which the
meeting was originally called, and a resolution duly passed and carried by not
less than two-thirds of the votes cast on a poll at such adjourned meeting shall
constitute the approval of the holders of the Series 3 Preferred Shares. Notice
of any such original meeting of the holders of the Series 3 Preferred Shares
shall be given not less than 15 days prior to the date fixed for such meeting
and shall specify in general terms the purpose for which the meeting is called,
and notice of any such adjourned meeting shall be given not less than 10 days
prior to the date fixed for such adjourned meeting, but it shall not be
necessary to specify in such notice the purpose for which the adjourned meeting
is called. The formalities to be observed with respect to the giving of notice
of any such original meeting or adjourned meeting and the conduct of it shall be
those from time to time prescribed in the by-laws of the Corporation with
respect to meetings of shareholders. On every poll taken at any such original
meeting or adjourned meeting, each holder of Series 3 Preferred Shares present
in person or represented by proxy shall be entitled to one vote for each of the
Series 3 Preferred Shares held by such holder.
- A9 -
(12)
Tax
Election
The
Corporation shall elect, in the manner and within the time provided under
subsection 191.2(1) of the Income Tax Act (Canada) or any successor or
replacement provision of similar effect, to pay tax at a rate, and shall take
all other action necessary under such Act, such that no holder of Series 3
Preferred Shares shall be required to pay tax on dividends received on the
Series 3 Preferred Shares under section 187.2 of such Act or any successor or
replacement provision of similar effect.
(13)
Withholding
Tax
Notwithstanding
any other provision of these share provisions, the Corporation may deduct or
withhold from any payment, distribution, issuance or delivery (whether in cash
or in shares) to be made pursuant to these share provisions any amounts required
or permitted by law to be deducted or withheld from any such payment,
distribution, issuance or delivery and shall remit any such amounts to the
relevant tax authority as required. If the cash component of any
payment, distribution, issuance or delivery to be made pursuant to these share
provisions is less than the amount that the Corporation is so required or
permitted to deduct or withhold, the Corporation shall be permitted to deduct
and withhold from any non-cash payment, distribution, issuance or delivery to be
made pursuant to these share provisions any amounts required or permitted by law
to be deducted or withheld from any such payment, distribution, issuance or
delivery and to dispose of such property in order to remit any amount required
to be remitted to any relevant tax authority. Notwithstanding the foregoing, the
amount of any payment, distribution, issuance or delivery made to a holder of
Series 3 Preferred Shares pursuant to these share provisions shall be considered
to be the amount of the payment, distribution, issuance or delivery received by
such holder plus any amount deducted or withheld pursuant to this paragraph
(13). Holders of Series 3 Preferred Shares shall be responsible for all
withholding taxes under Part XIII of the Income Tax Act (Canada) in respect of
any payment, distribution, issuance or delivery made or credited to them
pursuant to these share provisions and shall indemnify and hold harmless the
Corporation on an after-tax basis for any such taxes imposed on any payment,
distribution, issuance or delivery made or credited to them pursuant to these
share provisions.
(14)
Book-Based
System
(a)
Subject to the provisions of subparagraphs (b) and (c) of this paragraph (14)
and notwithstanding the provisions of paragraphs (1) through (13) of these share
provisions, the Series 3 Preferred Shares shall be evidenced by a single fully
registered Global Certificate representing the aggregate number of Series 3
Preferred Shares issued by the Corporation which shall be held by, or on behalf
of, the System Operator as custodian of the Global Certificate for the
Participants and registered in the name of “CDS & Co.” (or in such other
name as the System Operator may use from time to time as its nominee for
purposes of the Book-Based System), and registrations of ownership, transfers,
surrenders and conversions of Series 3 Preferred Shares shall be made only
through the Book-Based System. Accordingly, subject to subparagraph (c) of this
paragraph (14), no beneficial holder of Series 3 Preferred Shares shall receive
a certificate or other instrument from the Corporation or the System Operator
evidencing such holder’s ownership thereof, and no such holder shall be shown on
the records maintained by the System Operator except through a book-entry
account of a Participant acting on behalf of such holder.
- A10 -
(b)
Notwithstanding the provisions of paragraphs (1) through (13), so long as the
System Operator is the registered holder of the Series 3 Preferred
Shares:
(i) the
System Operator shall be considered the sole owner of the Series 3 Preferred
Shares for the purposes of receiving notices or payments on or in respect of the
Series 3 Preferred Shares or the delivery of Series 4 Preferred Shares and
certificates therefor upon the exercise of rights of conversion;
and
(ii) the
Corporation, pursuant to the exercise of rights of redemption or conversion,
shall deliver or cause to be delivered to the System Operator, for the benefit
of the beneficial holders of the Series 3 Preferred Shares, the cash redemption
price for the Series 3 Preferred Shares or certificates for Series 4 Preferred
Shares against delivery to the Corporation’s account with the System Operator of
such holders’ Series 3 Preferred Shares.
(c) If
the Corporation determines that the System Operator is no longer willing or able
to discharge properly its responsibilities with respect to the Book-Based System
and the Corporation is unable to locate a qualified successor or the Corporation
elects, or is required by applicable law, to withdraw the Series 3 Preferred
Shares from the Book-Based System, then subparagraphs (a) and (b) of this
paragraph (14) shall no longer be applicable to the Series 3 Preferred Shares
and the Corporation shall notify Book-Entry Holders through the System Operator
of the occurrence of any such event or election and of the availability of
Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator
of the Global Certificate to the transfer agent and registrar for the Series 3
Preferred Shares accompanied by registration instructions for re-registration,
the Corporation shall execute and deliver Definitive Shares. The Corporation
shall not be liable for any delay in delivering such instructions and may
conclusively act and rely on and shall be protected in acting and relying on
such instructions. Upon the issuance of Definitive Shares, the Corporation shall
recognize the registered holders of such Definitive Shares and the Book-Entry
Shares for which such Definitive Shares have been substituted shall be void and
of no further effect.
(d) The
provisions of paragraphs (1) through (13) and the exercise of rights of
redemption and conversion, with respect to Series 3 Preferred Shares are subject
to the provisions of this paragraph (14), and to the extent that there is any
inconsistency or conflict between such provisions, the provisions of this
paragraph (14) shall prevail.
(15)
Wire or Electronic Transfer of
Funds
Notwithstanding
any other right, privilege, restriction or condition attaching to the Series 3
Preferred Shares, the Corporation may, at its option, make any payment due to
registered holders of Series 3 Preferred Shares by way of a wire or electronic
transfer of funds to such holders. If a payment is made by way of a wire or
electronic transfer of funds, the Corporation shall be responsible for any
applicable charges or fees relating to the making of such transfer. As soon as
practicable following the determination by the Corporation that a payment is to
be made by way of a wire or electronic transfer of funds, the Corporation shall
provide a notice to the applicable registered holders of Series 3 Preferred
Shares at their respective addresses appearing on the books of the Corporation.
Such notice shall request that each applicable registered holder of Series 3
Preferred Shares provide the particulars of an account of such holder with a
chartered bank in Canada to which the wire or electronic transfer of funds shall
be directed. If the Corporation does not receive account particulars from a
registered holder of Series 3 Preferred Shares prior to the date such payment is
to be made, the Corporation shall deposit the funds otherwise payable to such
holder in a special account or accounts in trust for such holder. The making of
a payment by way of a wire or electronic transfer of funds or the deposit by the
Corporation of funds otherwise payable to a holder in a special account or
accounts in trust for such holder shall be deemed to constitute payment by the
Corporation on the date thereof and shall satisfy and discharge all liabilities
of the Corporation for such payment to the extent of the amount represented by
such transfer or deposit.
- A11 -
(16)
Amendments
The
provisions attaching to the Series 3 Shares may be deleted, varied, modified,
amended or amplified by articles of amendment with such approval as may then be
required by the Canada
Business Corporations Act, with any such approval to be given in
accordance with paragraph (11) and with any required approvals of any stock
exchanges on which the Series 3 Shares may be listed.
SCHEDULE
“B” TO ARTICLES OF AMENDMENT OF
TRANSCANADA
CORPORATION
The
fourth series of First Preferred Shares of the Corporation shall consist of
14,000,000 shares designated as Cumulative Redeemable First Preferred Shares,
Series 4 (the “Series 4 Preferred Shares”). In addition to the rights,
privileges, restrictions and conditions attaching to the First Preferred Shares
as a class, the rights, privileges, restrictions and conditions attaching to the
Series 4 Preferred Shares shall be as follows:
(1) Interpretation
(a) In
these Series 4 Preferred Share provisions, the following expressions have the
meanings indicated:
(i)
“Annual Fixed Dividend Rate” means, for any Subsequent Fixed Rate Period, the
annual rate of interest (expressed as a percentage rounded to the nearest one
hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to
the sum of the Government of Canada Yield on the applicable Fixed Rate
Calculation Date and 1.28%;
(ii)
“Bloomberg Screen GCAN5YR Page” means the display designated as page
“GCAN5YR<INDEX>” on the Bloomberg Financial L.P. service or its successor
service (or such other page as may replace the GCAN5YR<INDEX> page on that
service or its successor service) for purposes of displaying Government of
Canada bond yields;
(iii)
“Book-Based System” means the record entry securities transfer and pledge system
administered by the System Operator in accordance with the operating rules and
procedures of the System Operator in force from time to time and any successor
system thereof;
(iv)
“Book-Entry Holder” means the person that is the beneficial holder of a
Book-Entry Share;
(v)
“Book-Entry Shares” means the Series 4 Preferred Shares held through the
Book-Based System;
(vi)
“Business Day” means a day on which chartered banks are generally open for
business in both Calgary, Alberta and Toronto, Ontario;
(vii)
“CDS” means CDS Clearing and Depository Services Inc. or any successor
thereof;
(viii)
”Common Shares” means the common shares of the Corporation;
(ix)
“Definitive Share” means a fully registered, typewritten, printed, lithographed,
engraved or otherwise produced share certificate representing one or more Series
4 Preferred Shares;
(x)
“Dividend Payment Date” means the last Business Day of March, June, September or
December in any
year;
(xi)
“First Preferred Shares” means the first preferred shares of the
Corporation;
(xii)
“Fixed Rate Calculation Date” means, for any Subsequent Fixed Rate Period, the
30th day prior to the first day of such Subsequent Fixed Rate
Period;
(xiii)
“Floating Quarterly Dividend Rate” means, for any Quarterly Floating Rate
Period, the annual rate of interest (expressed as a percentage rounded to the
nearest one hundred-thousandth of one percent (with 0.000005% being rounded up))
equal to the sum of the T-Bill Rate on the applicable Floating Rate Calculation
Date and 1.28%;
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B2 -
(xiv)
“Floating Rate Calculation Date” means, for any Quarterly Floating Rate Period,
the 30th day prior to the first day of such Quarterly Floating Rate
Period;
(xv)
“Global Certificate” means the global certificate representing outstanding
Book-Entry Shares;
(xvi)
“Government of Canada Yield” on any date means the yield to maturity on such
date (assuming semi-annual compounding) of a Canadian dollar denominated
non-callable Government of Canada bond with a term to maturity of five years as
quoted as of 10:00 a.m. (Toronto time) on such date and that appears on the
Bloomberg Screen GCAN5YR Page on such date; provided that if such rate does not
appear on the Bloomberg Screen GCAN5YR Page on such date, then the Government of
Canada Yield shall mean the arithmetic average of the yields quoted to the
Corporation by two registered Canadian investment dealers selected by the
Corporation as being the annual yield to maturity on such date, compounded
semi-annually, that a non-callable Government of Canada bond would carry if
issued, in Canadian dollars in Canada, at 100% of its principal amount on such
date with a term to maturity of five years;
(xvii)
“Liquidation” means the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution of
assets of the Corporation among its shareholders for the purpose of winding up
its affairs;
(xviii)
“Participants” means the participants in the Book-Based System;
(xix)
“Pro Rated Dividend” means the amount determined by multiplying the amount of
the dividend payable for a Quarter in which a Liquidation, conversion or
redemption is to occur by four and multiplying that product by a fraction, the
numerator of which is the number of days from and including the Dividend Payment
Date immediately preceding the date fixed for Liquidation, conversion or
redemption to but excluding such date and the denominator of which is 365 or
366, depending upon the actual number of days in the applicable
year;
(xx)
“Quarter” means a three-month period ending on a Dividend Payment
Date;
(xxi)
“Quarterly Commencement Date” means the last Business Day of March, June,
September and December in each year, commencing June 30, 2015;
(xxii)
“Quarterly Floating Rate Period” means the period from and including a Quarterly
Commencement Date to but excluding the next succeeding Quarterly Commencement
Date;
(xxiii)
“Series 3 Preferred Shares” means the Cumulative Redeemable First Preferred
Shares, Series 3 of the Corporation;
(xxiv) “Series 4 Conversion
Date” means June 30, 2020, and June 30 in every fifth year
thereafter;
(xxv)
“Subsequent Fixed Rate Period” means, for the initial Subsequent Fixed Rate
Period, the period from and including June 30, 2015, to but excluding June 30,
2020, and for each succeeding Subsequent Fixed Rate Period means the period from
and including the day immediately following the last day of the immediately
preceding Subsequent Fixed Rate Period to but excluding June 30 in the fifth
year thereafter;
(xxvi)
“System Operator” means CDS or its nominee or any successor thereof;
and
(xxvii)
“T-Bill Rate” means, for any Quarterly Floating Rate Period, the average yield
expressed as an annual rate on 90 day Government of Canada treasury bills, as
reported by the Bank of Canada, for the most recent treasury bills auction
preceding the applicable Floating Rate Calculation Date.
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B3 -
(b) The
expressions “on a parity with”, “ranking prior to”, “ranking junior to” and
similar expressions refer to the order of priority in the payment of dividends
or in the distribution of assets in the event of any Liquidation.
(c) If
any day on which any dividend on the Series 4 Preferred Shares is payable by the
Corporation or on or by which any other action is required to be taken by the
Corporation is not a Business Day, then such dividend shall be payable and such
other action may be taken on or by the next succeeding day that is a Business
Day.
(2) Dividends
(a)
During each Quarterly Floating Rate Period, the holders of the Series 4
Preferred Shares shall be entitled to receive and the Corporation shall pay, as
and when declared by the board of directors of the Corporation, out of the
moneys of the Corporation properly applicable to the payment of dividends,
cumulative preferential cash dividends, payable on each Dividend Payment Date,
in the amount per share determined by multiplying the Floating Quarterly
Dividend Rate 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 on the actual number of days in the applicable
year.
(b) On
each Floating Rate Calculation Date, the Corporation shall determine the
Floating Quarterly Dividend Rate for the ensuing Quarterly Floating Rate Period.
Each such determination shall, in the absence of manifest error, be final and
binding upon the Corporation and upon all holders of Series 4 Preferred Shares.
The Corporation shall, on each Floating Rate Calculation Date, give written
notice of the Floating Quarterly Dividend Rate for the ensuing Quarterly
Floating Rate Period to the registered holders of the then outstanding Series 4
Preferred Shares. Each such notice shall be given by electronic transmission, by
facsimile transmission or by ordinary unregistered first class prepaid mail
addressed to each holder of Series 4 Preferred Shares at the last address of
such holder as it appears on the books of the Corporation or, in the event of
the address of any holder not so appearing, to the address of such holder last
known to the Corporation.
(c) If a
dividend has been declared for a Quarter and a date is fixed for a Liquidation,
redemption or conversion that is prior to the Dividend Payment Date for such
Quarter, a Pro Rated Dividend shall be payable on the date fixed for such
Liquidation, redemption or conversion instead of the dividend declared, but if
such Liquidation, redemption or conversion does not occur, then the full amount
of the dividend declared shall be payable on the originally scheduled Dividend
Payment Date.
(d) If
the dividend payable on any Dividend Payment Date is not paid in full on such
date on all of the Series 4 Preferred Shares then outstanding, such dividend or
the unpaid part of it shall be paid on a subsequent date or dates to be
determined by the Board of Directors on which the Corporation shall have
sufficient moneys properly applicable, under the provisions of any applicable
law and under the provisions of any trust indenture securing bonds, debentures
or other securities of the Corporation, to the payment of the
dividend.
(e)
Cheques of the Corporation payable in lawful money of Canada at par at any
branch of the Corporation’s bankers in Canada may be issued in respect of the
dividends (less any tax required to be deducted) and payment of the cheques
shall satisfy such dividends, or payments in respect of dividends may be made in
any other manner determined by the Corporation.
(f) The
holders of the Series 4 Preferred Shares shall not be entitled to any dividend
other than as specified in this paragraph (2).
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B4 -
(3) Purchase for
Cancellation
Subject
to the provisions of paragraphs (5) and (9) and subject to such provisions of
the Canada Business
Corporations Act as may
be applicable, the Corporation may at any time or times purchase (if obtainable)
for cancellation all or any part of the Series 4 Preferred Shares outstanding
from time to time
(a)
through the facilities of any stock exchange on which the Series 4 Preferred
Shares are listed,
(b) by
invitation for tenders addressed to all the holders of record of the Series 4
Preferred Shares outstanding, or
(c) in
any other manner,
at the
lowest price or prices at which, in the opinion of the Board of Directors, such
shares are obtainable. If upon any invitation for tenders under the provisions
of this paragraph (3) more Series 4 Preferred Shares are tendered at a price or
prices acceptable to the Corporation than the Corporation is willing to
purchase, the Corporation shall accept, to the extent required, the tenders
submitted at the lowest price and then, if and as required, the tenders
submitted at the next progressively higher prices, and if more shares are
tendered at any such price than the Corporation is prepared to purchase, then
the shares tendered at such price shall be purchased as nearly as may be pro
rata (disregarding fractions) according to the number of Series 4 Preferred
Shares so tendered by each of the holders of Series 4 Preferred Shares who
submit tenders at that price. From and after the date of purchase of any Series
4 Preferred Shares under the provisions of this paragraph (3), the shares so
purchased shall be restored to the status of authorized but unissued
shares.
(4) Redemption
(a)
Subject to the provisions of paragraph (9), the Corporation, upon giving notice
as herein provided, may redeem all or any part of the Series 4 Preferred Shares
by the payment of an amount in cash for each share to be redeemed equal
to
(i)
$25.00 in the case of a redemption on a Series 4 Conversion Date on or
after June 30, 2020 , or
(ii)
$25.50 in the case of a redemption on any other date after June 30, 2015 that is
not a Series 4 Conversion Date,
(such
amount being the “redemption amount”) plus all accrued and unpaid dividends
thereon, which for such purpose shall be calculated on a pro rata basis for the
period from and including the last Dividend Payment Date on which dividends on
the Series 4 Preferred Shares have been paid to but excluding the date fixed for
redemption (the whole constituting the “cash redemption price”). For the purposes of
subsection 191(4) of the Income Tax Act (Canada) or any successor or replacement
provision of similar effect, the amount specified in respect of each Series 4
Preferred Share is $25.00.
(b) In
any case of redemption of Series 4 Preferred Shares under the provisions of this
paragraph (4), the Corporation shall, at least 30 days and not more than 60 days
before the date specified for redemption, mail to each person who at the date of
mailing is a registered holder of Series 4 Preferred Shares to be redeemed a
written notice of the intention of the Corporation to redeem such Series 4
Preferred Shares. Such notice shall be mailed in a prepaid letter addressed to
each such holder at the holder’s address as it appears on the books of the
Corporation or, in the event of the address of any such holder not so appearing,
to the last known address of such holder; provided, however, that accidental
failure to give any such notice to one or more of such holders shall not affect
the validity of such redemption. Such notice shall set out the cash redemption
price and the date on which redemption is to take place and, if part only of the
Series 4 Preferred Shares held by the person to whom it is addressed is to be
redeemed, the number so to be redeemed. On or after the date so specified for
redemption the Corporation shall pay or cause to be paid to or to the order of
the registered holders of the Series 4 Preferred Shares to be redeemed the cash
redemption price on presentation and surrender at the head office of the
Corporation or any other place designated in such notice of the certificates for
the Series 4 Preferred Shares called for redemption, subject to the provisions
of paragraph (14). Such payment shall be made by cheque payable at par at any
branch of the Corporation’s bankers in Canada. Such Series 4 Preferred Shares
shall then be and be deemed to be redeemed and shall be restored to the status
of authorized but unissued shares. If a part only of the shares represented by
any certificate shall be redeemed, a new certificate for
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B5 -
the
balance shall be issued at the expense of the Corporation. From and after the
date specified in any such notice, the Series 4 Preferred Shares called for
redemption shall cease to be entitled to dividends and the holders shall not be
entitled to exercise any of the rights of holders in respect thereof unless
payment of the cash redemption price shall not be made upon presentation of
certificates in accordance with the foregoing provisions, in which case the
rights of the holders shall remain unaffected. The Corporation shall have the
right, at any time after the mailing of notice of its intention to redeem any
Series 4 Preferred Shares, to deposit the cash redemption price of the shares so
called for redemption, or of such of the shares represented by certificates that
have not at the date of such deposit been surrendered by the holders in
connection with such redemption, to a special account in any chartered bank or
any trust company in Canada named in such notice, to be paid without interest to
or to the order of the respective holders of such Series 4 Preferred Shares
called for redemption upon presentation and surrender to such bank or trust
company of the certificates representing such shares. Upon such deposit being
made or upon the date specified for redemption in such notice, whichever is the
later, the Series 4 Preferred Shares in respect of which such deposit shall have
been made shall then be and be deemed to be redeemed and shall be restored to
the status of authorized but unissued shares and the rights of the holders after
such deposit or such redemption date shall be limited to receiving without
interest their proportionate part of the total cash redemption price so
deposited against presentation and surrender of the certificates held by them
respectively. Any interest allowed on any such deposit shall belong to the
Corporation and any unclaimed funds remaining on deposit on the sixth
anniversary date of the redemption shall be returned to the Corporation. Subject
to such provisions of the Canada Business Corporations
Act as may be applicable, in case a part only of the then outstanding
Series 4 Preferred Shares is at any time to be redeemed, the shares so to be
redeemed shall be selected by lot in such manner as the Board of Directors or
the transfer agent and registrar, if any, appointed by the Corporation in
respect of such shares shall decide, or, if the Board of Directors so decides,
such shares may be redeemed pro rata (disregarding fractions).
(5) Conversion into Series 3 Preferred
Shares
(a) The
Series 4 Preferred Shares shall not be convertible prior to June 30, 2020.
Holders of Series 4 Preferred Shares shall have the right to convert on each
Series 4 Conversion Date, subject to the provisions hereof, all or any of their
Series 4 Preferred Shares into Series 3 Preferred Shares on the basis of one
Series 3 Preferred Share for each Series 4 Preferred Share. The
Corporation shall, not more than 60 days and not less than 30 days prior to the
applicable Series 4 Conversion Date, give notice in writing in accordance with
the provisions in subparagraph 2(b) to the then registered holders of the Series
4 Preferred Shares of the conversion right provided for in this paragraph (5),
which notice shall set out the Series 4 Conversion Date and instructions to such
holders as to the method by which such conversion right may be exercised. On the
30th day prior to each Series 4 Conversion Date, the Corporation shall give
notice in writing to the then registered holders of the Series 4 Preferred
Shares of the Annual Fixed Dividend Rate for the Series 3 Preferred Shares for
the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly
Dividend Rate for the Series 4 Preferred Shares for the next succeeding
Quarterly Floating Rate Period. Such notice shall be delivered in accordance
with the provisions of subparagraph (2)(b).
(b) If
the Corporation gives notice as provided in paragraph (4) to the holders of the
Series 4 Preferred Shares of the redemption of all of the Series 4 Preferred
Shares, then the right of a holder of Series 4 Preferred Shares to convert such
Series 4 Preferred Shares shall terminate effective on the date of such notice
and the Corporation shall not be required to give the notice specified in
subparagraph (a) of this paragraph (5).
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B6 -
(c)
Holders of Series 4 Preferred Shares shall not be entitled to convert their
shares into Series 3 Preferred Shares if the Corporation determines that there
would remain outstanding on a Series 4 Conversion Date less than 1,000,000
Series 3 Preferred Shares, after having taken into account all Series 4
Preferred Shares tendered for conversion into Series 3 Preferred Shares and all
Series 3 Preferred Shares tendered for conversion into Series 4 Preferred
Shares, and the Corporation shall give notice in writing thereof in accordance
with the provisions of subparagraph (2)(b) to all affected registered holders of
the Series 4 Preferred Shares at least seven days prior to the applicable Series
4 Conversion Date and shall issue and deliver, or cause to be delivered, prior
to such Series 4 Conversion Date, at the expense of the Corporation, to such
holders of Series 4 Preferred Shares who have surrendered for conversion any
certificate or certificates representing Series 4 Preferred Shares, certificates
representing the Series 4 Preferred Shares represented by any certificate or
certificates so surrendered.
(d) If
the Corporation determines that there would remain outstanding on a Series 4
Conversion Date less than 1,000,000 Series 4 Preferred Shares, after having
taken into account all Series 4 Preferred Shares tendered for conversion into
Series 3 Preferred Shares and all Series 3 Preferred Shares tendered for
conversion into Series 4 Preferred Shares, then all of the remaining outstanding
Series 4 Preferred Shares shall be converted automatically into Series 3
Preferred Shares on the basis of one Series 3 Preferred Share for each Series 4
Preferred Share on the applicable Series 4 Conversion Date and the Corporation
shall give notice in writing thereof in accordance with the provisions of
subparagraph (2)(b) to the then registered holders of such remaining Series 4
Preferred Shares at least seven days prior to the Series 4 Conversion
Date.
(e) The
conversion right may be exercised by a holder of Series 4 Preferred Shares by
notice in writing, in a form satisfactory to the Corporation (the “Series 4
Conversion Notice”), which notice must be received by the transfer agent and
registrar for the Series 4 Preferred Shares at the principal office in Toronto
or Calgary of such transfer agent and registrar not earlier than the 30th day
prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding,
a Series 4 Conversion Date. The Series 4 Conversion Notice shall indicate the
number of Series 4 Preferred Shares to be converted. Once received by the
transfer agent and registrar on behalf of the Corporation, the election of a
holder to convert is irrevocable. Except in the case where the Series 3
Preferred Shares are in the Book-Based System, if the Series 3 Preferred Shares
are to be registered in a name or names different from the name or names of the
registered holder of the Series 4 Preferred Shares to be converted, the Series 4
Conversion Notice shall contain written notice in form and execution
satisfactory to such transfer agent and registrar directing the Corporation to
register the Series 3 Preferred Shares in some other name or names (the “Series
4 Transferee”) and stating the name or names (with addresses) and a written
declaration, if required by the Corporation or by applicable law, as to the
residence and share ownership status of the Series 4 Transferee and such other
matters as may be required by such law in order to determine the entitlement of
such Series 4 Transferee to hold such Series 3 Preferred Shares.
(f) If
all remaining outstanding Series 4 Preferred Shares are to be converted into
Series 3 Preferred Shares on the applicable Series 4 Conversion Date as provided
for in subparagraph (d) of this paragraph (5), the Series 4 Preferred Shares
that holders have not previously elected to convert shall be converted on the
Series 4 Conversion Date into Series 3 Preferred Shares and the holders thereof
shall be deemed to be holders of Series 3 Preferred Shares at 5:00 p.m. (Toronto
time) on the Series 4 Conversion Date and shall be entitled, upon surrender
during regular business hours at the principal office in Toronto or Calgary of
the transfer agent and registrar of the Corporation of the certificate or
certificates representing Series 4 Preferred Shares not previously surrendered
for conversion, to receive a certificate or certificates representing the same
number of Series 3 Preferred Shares in the manner and subject to the provisions
of this paragraph (5) and paragraph (14).
(g)
Subject to subparagraph (h) of this paragraph (5) and paragraph (14), as
promptly as practicable after the Series 4 Conversion Date the Corporation shall
deliver or cause to be delivered certificates representing the Series 3
Preferred Shares registered in the name of the holders of the Series 4 Preferred
Shares to be converted, or as such holders shall have directed, on presentation
and surrender at the principal office in Toronto or Calgary of the transfer
agent and registrar for the Series 4 Preferred Shares of the certificate or
certificates for the Series 4 Preferred Shares to be converted. If only a part
of such Series 4 Preferred Shares represented by any certificate shall be
converted, a new certificate for the balance shall be issued at the expense of
the Corporation. From and after the date specified in any Series 4 Conversion
Notice, the Series 4 Preferred Shares converted into Series 3 Preferred Shares
shall cease to be outstanding and shall be restored to the status of authorized
but unissued shares, and the holders thereof shall cease to be entitled to
dividends and shall not be entitled to exercise any of the rights of holders in
respect thereof unless the Corporation, subject to paragraph
(14) shall fail to deliver to the holders of the Series 4 Preferred
Shares to be converted share certificates representing the Series 3 Preferred
Shares into which such shares have been converted.
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B7 -
(h) The
obligation of the Corporation to issue Series 3 Preferred Shares upon conversion
of any Series 4 Preferred Shares shall be deferred during the continuance of any
one or more of the following events:
(i) the
issuing of such Series 3 Preferred Shares is prohibited pursuant to any
agreement or arrangement entered into by the Corporation to assure its solvency
or continued operation;
(ii) the
issuing of such Series 3 Preferred Shares is prohibited by law or by any
regulatory or other authority having jurisdiction over the Corporation that is
acting in conformity with law; or
(iii) for
any reason beyond its control, the Corporation is unable to issue Series 3
Preferred Shares or is unable to deliver Series 3 Preferred Shares.
(i) The
Corporation reserves the right not to deliver Series 3 Preferred Shares to any
person that the Corporation or its transfer agent and registrar has reason to
believe is a person whose address is in, or that the Corporation or its transfer
agent and registrar has reason to believe is a resident of; any jurisdiction
outside Canada if such delivery would require the Corporation to take any action
to comply with the securities laws of such jurisdiction. In those circumstances,
the Corporation shall hold, as agent of any such person, all or the relevant
number of Series 3 Preferred Shares, and the Corporation shall attempt to sell
such Series 3 Preferred Shares to parties other than the Corporation and its
affiliates on behalf of any such person. Such sales (if any) shall be made at
such times and at such prices as the Corporation, in its sole discretion, may
determine. The Corporation shall not be subject to any liability for failure to
sell Series 3 Preferred Shares on behalf of any such person at all or at any
particular price or on any particular day. The net proceeds received by the
Corporation from the sale of any such Series 3 Preferred Shares shall be
delivered to any such person, after deducting the costs of sale, by cheque or in
any other manner determined by the Corporation.
(6) Liquidation, Dissolution or
Winding-up
In the
event of a Liquidation, the holders of the Series 4 Preferred Shares shall be
entitled to receive $25.00 per Series 4 Preferred Share plus all accrued and
unpaid dividends thereon, which for such purpose shall be calculated on a pro
rata basis for the period from and including the last Dividend Payment Date on
which dividends on the Series 4 Preferred Shares have been paid to but excluding
the date of such Liquidation, before any amount shall be paid or any property or
assets of the Corporation shall be distributed to the holders of the Common
Shares or to the holders of any other shares ranking junior to the Series 4
Preferred Shares in any respect. After payment to the holders of the Series 4
Preferred Shares of the amount so payable to them, they shall not, as such, be
entitled to share in any further distribution of the property or assets of the
Corporation.
(7) Voting Rights
The
holders of Series 4 Preferred Shares will not be entitled (except as otherwise
provided by law and except for meetings of the holders of First Preferred Shares
as a class and meetings of the holders of Series 4 Preferred Shares as a series)
to receive notice of, attend at, or vote at any meeting of shareholders of the
Corporation unless and until the Corporation shall have failed to pay eight
quarterly dividends on the Series 4 Preferred Shares, whether or not consecutive
and whether or not such dividends have been declared and whether or not there
are any moneys of the Corporation properly applicable to the payment of such
dividends. In the event of such non-payment, the holders of Series 4
Preferred Shares shall have the right to receive notice of and to attend each
meeting of shareholders of the Corporation at which directors are to be elected
and which take place more than 60 days after the date on which the failure first
occurs (other than separate meetings of holders of another class or series of
shares), and such holders of Series 4 Preferred Shares shall have the right, at
any such meeting, to one vote with respect to resolutions to elect directors for
each Series 4 Share held until all such arrears of dividends have been paid,
whereupon such rights shall cease unless and until the same default shall again
arise under the provisions of this paragraph (7).
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B8 -
(8) Restrictions on Partial Redemption or
Purchase
So long
as any of the Series 4 Preferred Shares are outstanding, the Corporation shall
not call for redemption, purchase, reduce or otherwise pay for less than all the
Series 4 Preferred Shares and all other preferred shares then outstanding
ranking prior to or on a parity with the Series 4 Preferred Shares with respect
to payment of dividends unless all dividends up to and including the dividends
payable on the last preceding dividend payment dates on all such shares then
outstanding shall have been declared and paid or set apart for payment at the
date of such call for redemption, purchase, reduction or other
payment.
(9) Restrictions on Payment of Dividends
and Reduction of Junior Capital
So long
as any of the Series 4 Preferred Shares are outstanding the Corporation shall
not:
(a)
declare, pay or set apart for payment any dividends (other than stock dividends
in shares of the Corporation ranking junior to the Series 4 Preferred Shares) on
the Common Shares or any other shares of the Corporation ranking junior to the
Series 4 Preferred Shares with respect to payment of dividends, or
(b) call
for redemption, purchase, reduce or otherwise pay for any shares of the
Corporation ranking junior to the Series 4 Preferred Shares with respect to
repayment of capital or with respect to payment of dividends;
unless
all dividends up to and including the dividends payable on the last preceding
dividend payment dates on the Series 4 Preferred Shares and on all other
preferred shares ranking prior to or on a parity with the Series 4 Preferred
Shares with respect to payment of dividends then outstanding shall have been
declared and paid or set apart for payment at the date of any such action
referred to in subparagraphs 9 (a) and (b).
(10)
Issue of Additional Preferred
Shares
No class
of shares may be created or issued ranking as to repayment of capital or payment
of dividends prior to or on a parity with the Series 4 Preferred Shares without
the prior approval of the holders of the Series 4 Preferred Shares given as
specified in paragraph (11), nor shall the number of Series 4 Preferred Shares
be increased without such approval; provided, however, that nothing in this
paragraph (10) shall prevent the Corporation from creating additional series of
First Preferred Shares and, if all dividends then payable on the Series 4
Preferred Shares shall have been paid or set apart for payment, from issuing
additional series of First Preferred Shares without such approval.
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B9 -
(11)
Sanction by Holders of Series 4
Preferred Shares
The
approval of the holders of the Series 4 Preferred Shares with respect to any and
all matters referred to in these share provisions may be given in writing by all
of the holders of the Series 4 Preferred Shares outstanding or by resolution
duly passed and carried by not less than two-thirds of the votes cast on a poll
at a meeting of the holders of the Series 4 Preferred Shares duly called and
held for the purpose of considering the subject matter of such resolution and at
which holders of not less than a majority of all Series 4 Preferred Shares then
outstanding are present in person or represented by proxy in accordance with the
by-laws of the Corporation; provided, however, that if at any such meeting, when
originally held, the holders of at least a majority of all Series 4 Preferred
Shares then outstanding are not present in person or so represented by proxy
within 30 minutes after the time fixed for the meeting, then the meeting shall
be adjourned to such date, being not less than 15 days later, and to such time
and place as may be fixed by the chairman of such meeting, and at such adjourned
meeting the holders of Series 4 Preferred Shares present in person or so
represented by proxy, whether or not they hold a majority of all Series 4
Preferred Shares then outstanding, may transact the business for which the
meeting was originally called, and a resolution duly passed and carried by not
less than two-thirds of the votes cast on a poll at such adjourned meeting shall
constitute the approval of the holders of the Series 4 Preferred Shares, Notice
of any such original meeting of the holders of the Series 4 Preferred Shares
shall be given not less than 15 days prior to the date fixed for such meeting
and shall specify in general terms the purpose for which the meeting is called,
and notice of any such adjourned meeting shall be given not less than 10 days
prior to the date fixed for such adjourned meeting, but it shall not be
necessary to specify in such notice the purpose for which the adjourned meeting
is called. The formalities to be observed with respect to the giving of notice
of any such original meeting or adjourned meeting and the conduct of it shall be
those from time to time prescribed in the by-laws of the Corporation with
respect to meetings of shareholders. On every poll taken at any such original
meeting or adjourned meeting, each holder of Series 4 Preferred Shares present
in person or represented by proxy shall be entitled to one vote for each of the
Series 4 Preferred Shares held by such holder.
(12) Tax
Election
The
Corporation shall elect, in the manner and within the time provided under
subsection 191.2(1) of the Income Tax Act (Canada) or any successor or
replacement provision of similar effect, to pay tax at a rate, and shall take
all other action necessary under such Act, such that no holder of Series 4
Preferred Shares shall be required to pay tax on dividends received on the
Series 4 Preferred Shares under section 187.2 of such Act or any successor or
replacement provision of similar effect.
(13)
Withholding
Tax
Notwithstanding
any other provision of these share provisions, the Corporation may deduct or
withhold from any payment, distribution, issuance or delivery (whether in cash
or in shares) to be made pursuant to these share provisions any amounts required
or permitted by law to be deducted or withheld from any such payment,
distribution, issuance or delivery and shall remit any such amounts to the
relevant tax authority as required. If the cash component of any payment,
distribution, issuance or delivery to be made pursuant to these share provisions
is less than the amount that the Corporation is so required or permitted to
deduct or withhold, the Corporation shall be permitted to deduct and withhold
from any non-cash payment, distribution, issuance or delivery to be made
pursuant to these share provisions any amounts required or permitted by law to
be deducted or withheld from any such payment, distribution, issuance or
delivery and to dispose of such property in order to remit any amount required
to be remitted to any relevant tax authority. Notwithstanding the foregoing, the
amount of any payment, distribution, issuance or delivery made to a holder of
Series 4 Preferred Shares pursuant to these share provisions shall be considered
to be the amount of the payment, distribution, issuance or delivery received by
such holder plus any amount deducted or withheld pursuant to this paragraph
(13).
Holders
of Series 4 Preferred Shares shall be responsible for all withholding taxes
under Part XIII of the Income Tax Act (Canada) in respect of any payment,
distribution, issuance or delivery made or credited to them pursuant to these
share provisions and shall indemnify and hold harmless the Corporation on an
after-tax basis for any such taxes imposed on any payment, distribution,
issuance or delivery made or credited to them pursuant to these share
provisions.
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B10 -
(14)
Book-Based
System
(a)
Subject to the provisions of subparagraphs (b) and (c) of this paragraph (14)
and notwithstanding the provisions of paragraphs (1) through (13) of these share
provisions, the Series 4 Preferred Shares shall be evidenced by a single fully
registered Global Certificate representing the aggregate number of Series 4
Preferred Shares issued by the Corporation which shall be held by, or on behalf
of, the System Operator as custodian of the Global Certificate for the
Participants and registered in the name of “CDS & Co.” (or in such other
name as the System Operator may use from time to time as its nominee for
purposes of the Book-Based System), and registrations of ownership, transfers,
surrenders and conversions of Series 4 Preferred Shares shall be made only
through the Book-Based System. Accordingly, subject to subparagraph (c) of this
paragraph (14), no beneficial holder of Series 4 Preferred Shares shall receive
a certificate or other instrument from the Corporation or the System Operator
evidencing such holder’s ownership thereof, and no such holder shall be shown on
the records maintained by the System Operator except through a book-entry
account of a Participant acting on behalf of such holder.
(b)
Notwithstanding the provisions of paragraphs (1) through (13), so long as the
System Operator is the registered holder of the Series 4 Preferred
Shares:
(i) the
System Operator shall be considered the sole owner of the Series 4 Preferred
Shares for the purposes of receiving notices or payments on or in respect of the
Series 4 Preferred Shares or the delivery of Series 3 Preferred Shares and
certificates therefor upon the exercise of rights of conversion;
and
(ii) the
Corporation, pursuant to the exercise of rights of redemption or conversion,
shall deliver or cause to be delivered to the System Operator, for the benefit
of the beneficial holders of the Series 4 Preferred Shares, the cash redemption
price for the Series 4 Preferred Shares or certificates for Series 3 Preferred
Shares against delivery to the Corporation’s account with the System Operator of
such holders’ Series 4 Preferred Shares.
(c) If
the Corporation determines that the System Operator is no longer willing or able
to discharge properly its responsibilities with respect to the Book-Based System
and the Corporation is unable to locate a qualified successor or the Corporation
elects, or is required by applicable law, to withdraw the Series 4 Preferred
Shares from the Book-Based System, then subparagraphs (a) and (b) of this
paragraph (14) shall no longer be applicable to the Series 4 Preferred Shares
and the Corporation shall notify Book-Entry Holders through the System Operator
of the occurrence of any such event or election and of the availability of
Definitive Shares to Book-Entry Holders. Upon surrender by the System Operator
of the Global Certificate to the transfer agent and registrar for the Series 4
Preferred Shares accompanied by registration instructions for re-registration,
the Corporation shall execute and deliver Definitive Shares. The Corporation
shall not be liable for any delay in delivering such instructions and may
conclusively act and rely on and shall be protected in acting and relying on
such instructions. Upon the issuance of Definitive Shares, the Corporation shall
recognize the registered holders of such Definitive Shares and the Book-Entry
Shares for which such Definitive Shares have been substituted shall be void and
of no farther effect.
(d) The
provisions of paragraphs (1) through (13) and the exercise of rights of
redemption and conversion with respect to Series 4 Preferred Shares are subject
to the provisions of this paragraph (14), and to the extent that there is any
inconsistency or conflict between such provisions, the provisions of this
paragraph (14) shall prevail.
(15)
Wire or Electronic Transfer of
Funds
Notwithstanding
any other right, privilege, restriction or condition attaching to the Series 4
Preferred Shares, the Corporation may, at its option, make any payment due to
registered holders of Series 4 Preferred Shares by way of a wire or electronic
transfer of funds to such holders. If a payment is made by way of a wire or
electronic transfer of funds, the Corporation shall be responsible for any
applicable charges or fees relating to the making of such transfer. As soon as
practicable following the determination by the Corporation that a payment is to
be made by way of a wire or electronic transfer of funds, the Corporation shall
provide a notice to the applicable registered holders of Series 4 Preferred
Shares at their respective addresses appearing on the books of the Corporation.
Such notice shall request that each applicable registered holder of Series 4
Preferred Shares provide the particulars of an account of such holder with a
chartered bank in Canada to which the wire or electronic transfer of funds shall
be directed. If the Corporation does not receive account particulars from a
registered holder of Series 4 Preferred Shares prior to the date such payment is
to be made, the Corporation shall deposit the funds otherwise payable to such
holder in a special account or accounts in trust for such holder. The making of
a payment by way of a wire or electronic transfer of funds or the deposit by the
Corporation of funds otherwise payable to a holder in a special account or
accounts in trust for such holder shall be deemed to constitute payment by the
Corporation on the date thereof and shall satisfy and discharge all liabilities
of the Corporation for such payment to the extent of the amount represented by
such transfer or deposit.
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B11 -
(16)
Amendments
The
provisions attaching to the Series 4 Shares may be deleted, varied, modified,
amended or amplified by articles of amendment with such approval as may then be
required by the Canada
Business Corporations Act with any such approval to be given in
accordance with paragraph (11) and with any required approvals of any stock
exchanges on which the Series 4 Shares may be listed.
EXHIBIT
3.1.1
| |
Industry
Canada
|
Industrie
Canada
|
|||
|
Certificate
of
Amendment
|
Certificat
de
modification
|
||||
|
Canada
Business
Corporations
Act
|
Loi
canadienne sur
les
sociétés par actions
|
||||
|
TransCanada
Corporation
|
|
414844-4
|
|
||
|
Name
of corporation-Dénomination de la société
|
Corporation
number-Numéro de la société
|
||||
|
I hereby certify that the articles of the above-named corporation were
amended:
|
Je
certifie que les statuts de la société susmentionnée
ont été modifiés:
|
||||
|
a) under
section 13 of the Canada
Business Corporations Act in accordance
with the attached notice;
|
o
|
a)
en vertu de l’article 13 de la Loi canadienne sur les
sociétés par actions, conformément à l’avis ci-joint;
|
|||
|
b) under
section 27 of the Canada
Business Corporations Act as set out in the attached articles
of
amendment designating a series of shares;
|
þ
|
b)
en vertu de l’article 27 de la Loi canadienne sur les
sociétés par actions, tel qu’il est indiqué dans les clauses
modificatrices ci-jointes désignant une série d’actions;
|
|||
|
c) under
section 179 of the Canada Business Corporations
Act as set out in the attached articles of
amendment
|
þ
|
c)
en vertu de l’article 179 de la Loi canadienne sur les
sociétés par actions, tel qu’il est indiqué dans les clauses
modificatrices ci-jointes;
|
|||
|
d) under
section 191 of the Canada Business Corporations
Act as set out in the attached articles of
reorganization;
|
o
|
d)
en vertu de l’article 191 de la Loi canadienne sur les
sociétés par actions, tel qu’il est indiqué dans les clauses de
réorganisation ci-jointes;
|
|||
|
/s/ Richard G. Shaw
Richard
G. Shaw
Director
- Directeur
|
March
8, 2010 / le 8 mars 2010
Date
of Amendment – Date de modification
|
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