November 29, 2018 - 2:53 PM EST
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Shareholders Vote to Approve Reduction in Stated Capital and Share Consolidation

Board of Directors Confirms Distribution of Proceeds of Trans Mountain Pipeline and Expansion Project Sale as Return of Capital

CALGARY, Nov. 29, 2018 /PRNewswire/ - Kinder Morgan Canada Limited (TSX: KML) announced that KML shareholders at a special meeting in Calgary, Alberta, today voted to approve two special resolutions. The first was a reduction of the stated capital account of the restricted voting shares by an aggregate amount equal to $1.45 billion. The second resolution was a consolidation of the issued and outstanding restricted voting shares and special voting shares of KML on the basis of one post-consolidation share for every three pre-consolidation shares. 

A total of 323,513,853 shares were voted in person and by proxy at the meeting, representing 92.79 percent of KML's issued and outstanding shares entitled to vote. A majority of not less than two-thirds of the votes cast by the company's holders of restricted voting shares and special voting shares, voting together as a single class, was required to approve the matters above. Those voting in favor of the special resolution approving the reduction in stated capital were 322,937,508 (or 99.9986 percent), while those voting against this special resolution were 4,397 (or 0.0014 percent). Those voting in favor of the special resolution approving the share consolidation were 323,508,092 (or 99.9982 percent), while those voting against this special resolution were 5,761 (or 0.0018 percent).

The KML board also confirmed today the reduction in stated capital of the restricted voting shares by an aggregate amount equal to $1.45 billion, and declared a return of capital in the amount of $11.40 per restricted voting share. The return of capital is payable out of KML's portion of the net proceeds (after capital gains taxes, repayment of indebtedness and customary purchase price adjustments) from its sale of the Trans Mountain pipeline system and related expansion project completed on August 31, 2018. The return of capital is scheduled to be paid on January 3, 2019 to restricted voting shareholders of record as of the close of business on December 14, 2018. Subject to confirmation from the Toronto Stock Exchange (TSX), KML expects restricted voting shares to commence trading on a "due bill" basis at the opening on December 13, 2018, and to commence trading "ex-distribution" on January 4, 2019. Concurrently with the payment of the return of capital on the restricted voting shares, Kinder Morgan Canada Limited Partnership will make a distribution payment of $11.40 per Class B limited partnership indirectly to Kinder Morgan, Inc.

KML also set the effective date for the share consolidation on January 4, 2019. Subject to confirmation from the TSX, KML expects the restricted voting shares to commence trading on a post-consolidated basis on January 8, 2019. Assuming the aforementioned dates, KML expects that trading on January 4 and January 8 – the two days that would be ex-distribution but pre- share consolidation – will likely be abnormally volatile. KML will issue a press release if any of these dates change.

About Due Bill Trading
Due bills represent entitlements to cash, and will attach to restricted voting shares between the first trading day prior to the record date for the return of capital and the payment date, allowing restricted voting shares to carry the value of the entitlement to the return of capital until such is paid. When due bills are used, the ex-distribution date is deferred to the first trading day after the payment date.

About Kinder Morgan Canada Limited
Kinder Morgan Canada Limited (KML) focuses on stable, fee-based energy transportation and storage assets that are central to the energy infrastructure of Western Canada. We strive to promote shareholder value by increasing utilization of our existing assets while controlling costs and operating in a safe and environmentally responsible way. For more information visit kindermorgancanadalimited.com.

Important Information Relating to Forward-Looking Statements
This news release includes "forward-looking statements" within the meaning of applicable securities laws, including the return of capital and the associated reduction in stated capital, and the share consolidation, including, in each case, the timing thereof. Forward-looking statements are not guarantees of performance. They involve significant risks, uncertainties and assumptions, many of which are beyond the ability of KML to control or predict. The forward-looking statements provided in this news release have been included for the purpose of providing information relating to management's current expectations and plans for the future. They are based on a number of significant assumptions and may not be appropriate, and should not be used, for any other purpose. Future actions, conditions or events may differ materially from those expressed in the forward-looking statements. KML disclaims any obligation, other than as required by applicable law, to update the forward-looking statements included in this release.

Cision View original content:http://www.prnewswire.com/news-releases/shareholders-vote-to-approve-reduction-in-stated-capital-and-share-consolidation-300757867.html

SOURCE Kinder Morgan Canada Limited


Source: PR Newswire (November 29, 2018 - 2:53 PM EST)

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