Exchange Bulletin
Infrastructure Dividend Split Corp. (IS) To Trade On Toronto Stock Exchange
May 8, 2024
Issuer: International Clean Power Dividend Fund (the "Terminating Fund")
New issuer's name (merged entity): Infrastructure Dividend Split Corp. (the "Continuing Corporation")
| Old Security of the Terminating Fund | Old Symbol | New Security of the Continuing Corporation | New Symbol | Trading Currency |
|---|---|---|---|---|
| Units | CLP.UN | Class A Shares | IS | CDN$ |
Listing of Class A Shares of the Continuing Corporation and Delisting of Units of the Terminating Fund:
| Merger transaction: | Original Listing of the Continuing Corporation and the merger (the "Merger") of the Terminating Fund into the Continuing Corporation that became effective on May 4, 2024. |
| Listing category: | Non-Corporate |
| Effective date of the Merger: | May 4, 2024 |
| Anticipatory listing and posted for trading date for the Class A Shares of the Continuing Corporation: | May 8, 2024 (at the opening), subject to the closing of the Offering of Preferred Shares (as defined below). The listing of the Class A Shares is conditional on the closing of the Offering of Preferred Shares. If the Offering of Preferred Shares closes as scheduled, it is anticipated that the Class A Shares and the Preferred Shares will commence trading on the Toronto Stock Exchange (the "TSX") at the opening on May 8, 2024. TSX will issue a Trader Note as soon as practicable after the Offering closes announcing details of the listing of the Class A Shares and Preferred Shares on the TSX. |
| Anticipatory halt and delisting date for the Units of the Terminating Fund: | At the opening on May 8, 2024, the Units will be halted from trading, and will remain halted all day, and will be delisted at the close of business on May 8, 2024. |
| Consideration and exchange ratio: | The unitholders (the "Unitholders") of the Terminating Fund will receive 0.46707742 of a Class A Share of the Continuing Corporation in exchange for each Unit of the Terminating Fund held. |
| Number of Class A Shares outstanding: | 5,212,245 Class A Shares |
| Exchange procedure: | Beneficial holders of Units of the Terminating Fund need not take any action with respect to receiving the Class A Shares of the Continuing Corporation to which they are entitled. |
| Fractional entitlement: | No fractional Class A Shares will be issued under the Merger and any fractional Class A Shares will be rounded down to the nearest whole number of Class A Shares. |
| Distribution policy for the Class A Shares: | The Continuing Corporation will pay non-cumulative monthly distributions to the holders of Class A Shares. Initially, the monthly cash distribution is targeted to be $0.125 per Class A Share representing a yield on the issue price of $15.00 of the Class A Shares of 10% per annum. Such distributions will be paid on or before the last business day of the month following the month in respect of which the distribution becomes payable. The initial distribution on the Class A Shares is expected to be declared payable to holders of Class A Shares of record on May 10, 2024. No distributions will be paid on the Class A Shares if (i) the distributions payable on the Preferred Shares are in arrears, or (ii) in respect of a cash distribution by Infrastructure Split, the NAV per Unit would be less than $15.00 following the payment of such distributions. |
| Disclosure document: | The Terminating Fund's management information circular dated April 1, 2024 (the "Circular") which is available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the Circular. |
Initial Distribution on the Class A Shares:
| Initial Distribution on the Class A Shares: | The Continuing Corporation will distribute to its holders of Class A Shares a cash distribution in the amount of $0.125 for each Class A Share held (the "Initial Distribution") as of the close on the Record Date (covering the period from April 1 to May 10, 2024). |
| Record date for the Initial Distribution: | May 10, 2024 (as of the close of business). |
| Ex‑Distribution date for the Initial Distribution: | May 9, 2024 |
| Payable date for the Initial Distribution: | May 15, 2024 |
Listing of Preferred Shares:
| Issuer: | Infrastructure Dividend Split Corp. (as defined above) |
| Security: | Preferred Shares |
| Symbol: | IS.PR.A |
| CUSIP: | 45686H 20 7 |
| Currency: | CDN$ |
| Transaction: | Public offering of Preferred Shares (the "Offering"). |
| Anticipated closing date: | May 8, 2024 (prior to the opening) |
| Listing and posted for trading date: | May 8, 2024 (at the opening) subject to confirmation of closing of the Offering. |
| Number of Preferred Shares to be issued: | 5,264,370 Preferred Shares |
| Price per Preferred Share issued: | $10.00 |
| Listing date: | May 8, 2024 |
| Offering document: | The Continuing Corporation's Prospectus dated May 6, 2024 which is available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the Offering document. |
| Distribution policy for the Preferred Shares: | Holders of record of Preferred Shares on the last business day of each of April, July, October and January will be entitled to receive fixed, cumulative preferential quarterly cash distributions equal to $0.18 per Preferred Share until April 30, 2029. On an annualized basis, this would represent a yield on the $10.00 Preferred Share issue price of approximately 7.2% per annum. Such quarterly distributions are expected to be paid by the Continuing Corporation before the last business day of the month following the period in respect of which the distribution was payable. The initial distribution is expected to be payable to the holders of Preferred Shares of record on July 31, 2024. |
Additional Information Regarding the Continuing Corporation:
| Other market(s): | None |
| Temporary market maker: | RBC Capital Markets |
| Manager: | Middlefield Limited |
| Investor relations: | Dean Orrico, President, Chief Executive Officer and Director (416) 362-0714 Email: dorrico@middlefield.com -OR- Craig Rogers, Chief Financial Officer, Secretary and Director (416) 362-0714 Email: crogers@middlefield.com |
| Incorporation: | A mutual fund corporation established under the laws of the Province of Ontario on March 21, 2024. |
| Fiscal year end: | December 31 |
| Nature of the business: | The investment strategy of Continuing Corporation will be to provide investors with a diversified, actively managed portfolio comprised primarily of dividend paying securities of issuers operating in the infrastructure sector. |
| Transfer agent & registrar: | TSX Trust Company at its principal office in Toronto. |
| Sponsorship: | Not applicable. |
| TSX contact: | Selma Thaver, Managing Director, TSX Listings |