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Province of Ontario Reports Hydro One Share Ownership Pursuant to Section 5.2 of National Instrument 62-104

by pmnationtalk on May 18, 2017177 Views

TORONTO, May 17, 2017  – The Province of Ontario today filed an updated report of its ownership of common shares of Hydro One Limited (the “Corporation”) pursuant to Section 5.2 of National Instrument 62-104 and corresponding provisions of applicable securities laws in other Canadian jurisdictions, which require disclosure of shareholdings in publicly traded companies by significant shareholders and their related entities.

On May 8, 2017, the Corporation and the Province announced that they had entered into an agreement with a syndicate of underwriters for the secondary offering by the Province on a bought deal (firm commitment offering) basis (the “Offering”), of 120,000,000 common shares of the Corporation at a price of $23.25 per share. In addition, the Province granted to the underwriters an over-allotment option, exercisable for a period of 30 days following the closing of the Offering, to purchase up to an additional 12,000,000 common shares of the Corporation at a price of $23.25 per share.

On May 17, 2017, the Corporation and the Province announced that closing of the Offering had occurred, and that the Province sold 120,000,000 common shares of the Corporation to the underwriters at a price of $23.25 per share. Immediately prior to closing of the Offering, the Province owned 416,803,660 common shares of the Corporation, representing approximately 70.0% of the common shares of the Corporation.

After completing the Offering, the Province owns 296,803,660 common shares of the Corporation, representing approximately 49.9% of the common shares of the Corporation. If the underwriters’ over-allotment option is exercised in full, the Province would own 284,803,660 common shares of the Corporation, representing approximately 47.8% of the common shares of the Corporation.

The Province holds common shares of the Corporation for investment purposes. The Province continually reviews its investment alternatives and may purchase or sell securities of the Corporation from time to time in accordance with applicable laws and the governance agreement dated as of November 5, 2015 between the Province and the Corporation (the “Governance Agreement”) and the registration rights agreement dated as of November 5, 2015 between the Province and the Corporation (the “Registration Rights Agreement”).

In April 2015, the Province announced its intention to broaden the ownership of the Corporation. With the completion of the Offering, the Province will have completed its initiative to broaden the ownership of the Corporation and does not anticipate any further offerings of common shares of the Corporation by the Province, other than sales for the collective benefit of Indigenous communities resulting from previously disclosed discussions.

The Province understands that Ontario Power Generation Inc. (“OPG”) holds 8,378,349 common shares of the Corporation, representing approximately 1.4% of the common shares of the Corporation, in connection with its share delivery obligations under collective agreements with the Power Workers’ Union and The Society of Energy Professionals. The Province is the sole shareholder of OPG and, accordingly, the Province and OPG may be considered “joint actors” under applicable securities laws. Under National Instrument 62-104, the shareholdings of the Province and OPG may be aggregated for purposes of reporting and other obligations under applicable securities laws. If the common shares of the Corporation owned by OPG are included with the Province’s shareholdings, the Province would own, on an aggregated basis, 305,182,009 common shares of the Corporation, representing approximately 51.3% of the common shares of the Corporation (293,182,009 common shares of the Corporation, representing approximately 49.2% of the common shares of the Corporation, if the underwriters’ over-allotment option is exercised in full). OPG does not have any agreement, arrangement or understanding with the Province with respect to common shares of the Corporation or the voting of those shares.

A copy of the Province’s share ownership report, which includes additional information about the Governance Agreement and the Registration Rights Agreement referred to above, may be found on the Corporation’s SEDAR profile, at www.sedar.com.

The Province is the beneficial and registered owner of the shares referred to above:

Her Majesty the Queen in Right of Ontario (the “Province”),
as represented by the Minister of Energy
c/o Ministry of Energy
900 Bay Street, 4th Floor
Hearst Block
Toronto, ON  M7A 2E1

For further information: Colin Nekolaichuk, Minister’s Office, Ministry of Energy, Colin.Nekolaichuk@ontario.ca, 416-325-2690; Natasha Demetriades, Ministry of Energy, Natasha.Demetriades@ontario.ca, 416-327-3855

RELATED LINKS
http://ontario.ca/energy

NT3

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