The Securities Commission has granted TriSummit Utilities Inc. (the Filer) an exemption from the restriction on issuing convertible securities as outlined in Section 2.3 of both National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and National Instrument 44-102 Shelf Distributions (NI 44-102). This exemption allows the Filer to issue preferred shares or debt securities that are convertible into other securities of the Filer under its Base Shelf Prospectus.
The Filer, a corporation under the Canada Business Corporations Act with its head office in Calgary, Alberta, is a reporting issuer in all Canadian provinces and territories but does not have equity securities listed on a short form eligible exchange. It has previously issued $950 million in medium-term notes and filed a Base Shelf Prospectus for the distribution of Preferred Shares and debt securities.
The exemption was granted on the condition that the Proposed Convertible Securities and the Proposed Underlying Securities, if issued directly, would meet the Designated Ratings Requirements at the time of distribution. These requirements include having a designated rating on a provisional basis and not being subject to potential downgrades by rating organizations.
The decision was made by the Alberta Securities Commission as the principal regulator and is also recognized by the Ontario securities regulatory authority. The exemption is contingent upon the Filer not being in default of any securities legislation requirements or continuous disclosure obligations.