ATLANTIC POWER CORPORATION (TSE:ATP) Files An 8-K Material Modification to Rights of Security Holders

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ATLANTIC POWER CORPORATION (TSE:ATP) Files An 8-K Material Modification to Rights of Security Holders

ATLANTIC POWER CORPORATION (TSE:ATP) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03(a) Material Modification to Rights of Security Holders.

As previously disclosed, on February 28, 2013, to a shareholder rights plan agreement dated effective as of February 28, 2013 (the “Existing Rights Plan”) between Atlantic Power Corporation (the “Corporation”) and Computershare Investor Services Inc., as rights agent (the “Rights Agent”), the board of directors of the Corporation (the “Board”) authorized the issuance of one common share purchase right (individually, a “Right”) for each outstanding common share of the Corporation (the “Common Shares”) to shareholders of record at the close of business on March 11, 2013 (the “Record Time”). One Right will also be issued in respect of each Common Share issued thereafter, subject to the limitations set forth in the Existing Rights Plan.

At the Annual and Special Meeting of Shareholders on June 19, 2019 (the “Annual Meeting”), shareholders of the Corporation approved a proposal to reconfirm the Corporation’s Existing Rights Plan. The Amended and Restated Shareholder Rights Plan Agreement (the “Amended and Restated Rights Plan”), dated as of June 19, 2019, between the Corporation and the Rights Agent will continue in effect until it is required to be reconfirmed by the Corporation’s shareholders at the Corporation’s 2022 meeting of shareholders. The Amended and Restated Rights Plan, as approved at the Annual Meeting, amends and restates the Existing Rights Plan to reflect the following amendments (among other administrative changes):

· revisions to the definitions of “Acquiring Person”, “Grandfathered Person”, “Disqualification Date”, “Beneficial Owner”, “close of business”, “Competing Permitted Bid”, “controlled”, “Convertible Securities”, “Exempt Acquisition”, “Expiration Time”, “Offer to Acquire”, and “Permitted Bid”;

· addition of the definitions of “Book Entry Form”, “Book Entry Rights Procedures”, “Constating Documents”, “Disposition Date”, “Election to Exercise”, “Expansion Factor”, “holder”, “NI 62-103”, “NI 62-104”, “Rights Register”, “Transferee” and “Voting Share Acquisition Date”; and

· revisions to allow the Corporation to maintain the rights issued to the Amended and Restated Rights Plan in book entry form.

A copy of the Amended and Restated Rights Plan is included as Exhibit 4.1 hereto and is incorporated by reference herein. A copy of the Amended and Restated Rights Plan is available free of charge from the Corporation. This summary description of the Amended and Restated Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Rights Plan.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the shareholders of the Corporation voted on the following matters, casting their votes as described below:

· To elect to the Board of Directors each of the nominees listed below:

· To approve, by non-binding advisory vote, the named executive officer compensation:

· To approve an ordinary resolution of the Shareholders to amend and restate and approve, ratify and confirm the Shareholder Rights Plan adopted by the Corporation’s Board of Directors effective February 28, 2013:

· To approve a special resolution of the Shareholders authorizing the adoption by the Corporation of certain amendments to the Articles to amend the Canadian director residency requirement and the Shareholder and Director quorum provisions:

· To appoint KPMG LLP as auditors of the Corporation and to authorize the Corporation’s Board of Directors to fix such auditors’ remuneration:

Item 7.01 Regulation FD Disclosure.

In addition, on June 19, 2019, the Corporation issued a press release (the “Press Release”) announcing that the director nominees listed in the Proxy Statement for the Annual Meeting were elected as directors of the Corporation and providing detailed results of the votes cast with respect to such election. The Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ATLANTIC POWER CORP Exhibit
EX-4.1 2 a19-11703_2ex4d1.htm EX-4.1 Exhibit 4.1   AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT   DATED EFFECTIVE AS OF JUNE 19,…
To view the full exhibit click here

About ATLANTIC POWER CORPORATION (TSE:ATP)

Atlantic Power Corporation (Atlantic Power) owns and operates a fleet of power generation assets in the United States and Canada. The Company’s power generation projects sell electricity to utilities and other commercial customers primarily under long-term power purchase agreements (PPAs). Atlantic Power operates through four segments: East U.S., West U.S., Canada and Un-Allocated Corporate. Atlantic Power’s power generation projects in operation have an aggregate gross electric generation capacity of approximately 2,140 megawatts (MW), in which its aggregate ownership interest is approximately 1,500 MW. The Company’s portfolio consists of interests in approximately 20 operational power generation projects across over nine states in the United States and approximately two provinces in Canada. The Company’s power generation projects are primarily located in California, the United States Mid-Atlantic, New York and the provinces of Ontario and British Columbia.