Emera Incorporated Announces Conversion Privilege of Cumulative Rate Reset First Preferred Shares, Series A and Cumulative Floating Rate First Preferred Shares, Series B

National Post

09-07-2025

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HALIFAX, Nova Scotia — Emera Incorporated ('Emera' or the 'Company') (TSX/ NYSE: EMA) announced today that it does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative Rate Reset First Preferred Shares, Series A (the 'Series A Shares') or the Cumulative Floating Rate First Preferred Shares, Series B (the 'Series B Shares') of the Company on August 15, 2025. There are currently 4,866,814 Series A Shares and 1,133,186 Series B Shares outstanding.
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As a result, subject to certain conditions set out in the prospectus supplement of the Company dated May 26, 2010, to the short form base shelf prospectus of the Company dated May 19, 2010, relating to the issuance of the Series A Shares and Series B Shares (collectively, the 'Prospectus'), on August 15, 2025 (the 'Conversion Date'):
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(a) the holders of Series A Shares have the right, at their option:
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(b) the holders of Series B Shares have the right, at their option:
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to retain any or all of their Series B Shares and continue to receive a floating rate quarterly dividend; or
to convert any or all of their Series B Shares, on a one-for-one basis, into Series A Shares and receive a fixed rate quarterly dividend.
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The conversion of Series A Shares is subject to the conditions that: (i) if the Company determines, after having taken into account all shares tendered for conversion by holders of Series A Shares, that there would remain outstanding on the Conversion Date less than 1,000,000 Series A Shares, all remaining Series A Shares will automatically be converted into Series B Shares on a one-for-one basis on the Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would remain outstanding on the Conversion Date less than 1,000,000 Series B Shares, then no Series A Shares will be converted into Series B Shares.
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The conversion of Series B Shares is subject to the conditions that: (i) if the Company determines, after having taken into account all shares tendered for conversion by holders of Series B Shares, that there would remain outstanding on the Conversion Date less than 1,000,000 Series B Shares, all remaining Series B Shares will automatically be converted into Series A Shares on a one-for-one basis on the Conversion Date, and (ii) alternatively, if the Company determines that, after conversion, there would remain outstanding on the Conversion Date less than 1,000,000 Series A Shares, then no Series B Shares will be converted into Series A Shares.
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In either case, Emera will give written notice to that effect to the holders of Series A Shares and the holders of Series B Shares at least seven days prior to the Conversion Date, subject to the terms set out in the Prospectus.
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The dividend rate applicable for the Series A Shares for the five-year period commencing on August 15, 2025, and ending on (and inclusive of) August 14, 2030, and the dividend rate applicable to the Series B Shares for the 3-month period commencing on August 15, 2025, and ending on (and inclusive of) November 14, 2025, will be determined on July 16, 2025. Notice of such dividend rates shall be provided to the holders of the Series A Shares and the holders of the Series B Shares on that day.
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Holders of Series A Shares or Series B Shares who wish to exercise their conversion right should communicate with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from July 16, 2025, until 5:00 p.m. (EDT) on July 31, 2025. Notices received after this deadline will not be valid. As such, it is recommended that this be done well in advance of the deadline in order to provide their broker or other nominee with adequate time to complete the necessary steps.
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Holders of Series A Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series A Shares and receive the new annual fixed dividend rate applicable to the Series A Shares, subject to the conditions stated above. Holders of Series B Shares who do not provide notice or communicate with their broker or other nominee by the deadline will retain their Series B Shares and receive the floating rate quarterly dividend applicable to the Series B Shares, subject to the conditions stated above.
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Holders of Series A Shares and Series B Shares will have the opportunity to convert their shares again on August 15, 2030, and every five years thereafter as long as the shares remain outstanding. For more information on the terms of, and risks associated with, an investment in Series A Shares and Series B Shares, please see the Company's Prospectus, which is available on SEDAR+ at www.sedarplus.ca.
Forward Looking Information
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This news release contains forward-looking information within the meaning of applicable securities laws, including without limitation, statements about the Series A Shares and Series B Shares. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management's current beliefs and are based on information currently available to Emera management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward- looking information will not prove to be accurate, that Emera's assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera's securities regulatory filings, including under the heading 'Enterprise Risk and Risk Management' in Emera's annual Management's Discussion and Analysis, and under the heading 'Principal Financial Risks and Uncertainties' in the notes to Emera's annual and interim financial statements, which can be found on SEDAR+ at www.sedarplus.ca or on EDGAR at www.sec.gov.
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Emera (TSX/NYSE: EMA) is a leading North American provider of energy services headquartered in Halifax, Nova Scotia, with investments in regulated electric and natural gas utilities, and related businesses and assets. The Emera family of companies delivers safe, reliable energy to approximately 2.6 million customers in the United States, Canada and the Caribbean. Our team of 7,600 employees is committed to our purpose of energizing modern life and delivering a cleaner energy future for all. Emera's common and preferred shares are listed and trade on the Toronto Stock Exchange and its common shares are listed and trade on the New York Stock Exchange. Additional information can be accessed at www.emera.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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902-474-2126
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