International Clean Power Dividend Fund Completes Conversion Into Infrastructure Dividend Split Corp.
06 May 2024 - 11:34PM
Infrastructure Dividend Split Corp. (“Infrastructure Split”) (TSX:
IS) is pleased to announce the successful completion of the
previously announced merger of International Clean Power Dividend
Fund (“CLP”) (TSX: CLP.UN), with Infrastructure Split being the
continuing fund. Each CLP unit has been automatically exchanged
into 0.46707742 Class A Shares of Infrastructure Split. This
exchange ratio was based on the net asset value per unit of CLP as
of the close of business on May 3, 2024, divided by $15.00.
Approximately 5,212,245 Class A shares of Infrastructure Split were
issued in connection with the merger.
CLP Units will be
delisted from the TSX at the end of business on May
7th. Class A Shares of
Infrastructure Split will begin trading on the TSX at the opening
of business on May 8th under the
symbol IS. Unitholders of CLP do not need to take any actions to
receive their Class A Shares of Infrastructure Split.
Infrastructure Split has been designed to
provide investors with a diversified, actively managed portfolio
comprised primarily of dividend paying securities of issuers
operating in the infrastructure sector. The investment strategy of
Infrastructure Split will be to initially invest in a portfolio of
approximately 15 dividend-paying issuers operating in the
infrastructure sector that Middlefield Capital Corporation (the
“Advisor”), the investment advisor of Infrastructure Split,
believes offers investors the potential for both income through
attractive dividend yields and capital appreciation and that it
believes are undervalued and well-positioned to benefit from the
Advisor’s outlook for a gradual reduction in interest rates, the
continuation of global decarbonization, and favourable demographics
(such as a growing middle class and urbanization).
The investment objectives for the Class A Shares
are to provide holders with non-cumulative monthly cash
distributions and to provide holders with the opportunity for
capital appreciation through exposure to the portfolio.The initial
target distribution yield for the Class A Shares will be 10% per
annum based on the $15 issue price (or $0.125 per month or $1.50
per annum). Former unitholders of CLP who wish to participate in
the Distribution Reinvestment Plan (the “DRIP”) of Infrastructure
Split Class A shares will need to enroll in the Infrastructure
Split’s DRIP. The first distribution of Infrastructure Split Class
A shares is not DRIP eligible and will be payable to holders of
record as at May 10th, 2024, and paid on May 15th, 2024.
Infrastructure Split has filed an amended and
restated Preliminary Prospectus for the offering of Preferred
Shares, which is expected to close on or about May 8th, 2024. The
Preferred Shares will be listed on the TSX under the symbol
IS.PR.A. The Preferred Shares have been provisionally rated Pfd-3
(high) by DBRS Limited. The investment objectives for the Preferred
Shares are to provide holders with fixed cumulative preferential
quarterly cash distributions and to return $10.00 to holders on
April 30, 2029 (the “Maturity Date”), subject to extension for
successive terms of up to five years each as determined by the
Company’s board of directors (the “Board of Directors”). The
quarterly cash distribution until April 30, 2029 will be $0.18 per
Preferred Share ($0.72 per annum), representing a yield of 7.2% per
annum on the issue price of $10.00 per Preferred Share.
The Merger was not effected on a tax-deferred
roll-over basis and, as such, will be considered a taxable event
for investors that may result in capital losses or gains becoming
realized. All costs of the mergers were paid by the manager,
Middlefield Limited.
For further information, please visit our
website at www.middlefield.com or contact Nancy Tham in our Sales
and Marketing Department at 1.888.890.1868.
Commissions, trailing commissions, management
fees and expenses all may be associated with owning units of an
investment fund or ETF investments. Please read the prospectus and
publicly filed documents before investing. You will usually pay
brokerage fees to your dealer if you purchase or sell units of an
investment fund on the Toronto Stock Exchange or alternative
Canadian trading platform (an “exchange”). If the units are
purchased or sold on an exchange, investors may pay more than the
current net asset value when buying units of an investment fund and
may receive less than the current net asset value when selling
them. There are ongoing fees and expenses associated with owning
units of an investment fund. An investment fund must prepare
disclosure documents that contain key information about CLP. You
can find more detailed information about CLP in the public filings
available at www.sedar.com. The indicated rates of return are the
historical annual compounded total returns including changes in
unit value and reinvestment of all distributions and do not take
into account: certain fees such as sales fees, redemption fees,
distributions or optional charges or income taxes payable by any
securityholder that would have reduced returns. Investment funds
and ETFs are not guaranteed, their values change frequently and
past performance may not be repeated.
Certain statements in this press release may be
viewed as forward-looking statements. Any statements that express
or involve discussions with respect to predictions, expectations,
beliefs, plans, intentions, projections, objectives, assumptions or
future events or performance (often, but not always, using words or
phrases such as "expects", "is expected", "anticipates", "plans",
"estimates" or "intends" (or negative or grammatical variations
thereof), or stating that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved)
are not statements of historical fact and may be forward-looking
statements. Statements which may constitute forward-looking
statements relate to: the proposed timing of the Merger and
completion thereof; the benefits of the Merger; the change in
investment objectives of CLP; the creation of Infrastructure Split
and the issuance of its preferred and Class A shares; and the
reduction in management fees. Forward-looking statements are
subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the
forward-looking statements including as a result of changes in the
general economic and political environment, changes in applicable
legislation, and the performance of each fund. There are no
assurances the Manager, the Advisor, CLP or Infrastructure Split
can fulfill such forward-looking statements and undertake no
obligation to update such statements. Such forward-looking
statements are only predictions; actual events or results may
differ materially as a result of risks facing one or more of the
Manager, the Advisor, CLP or Infrastructure Split, many of which
are beyond the control of the Manager, the Advisor, CLP or
Infrastructure Split.
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