EX-99.1 2 dex991.htm MATERIAL CHANGE REPORT, DATED JANUARY 10,2011. Material Change Report, dated January 10,2011.

EXHIBIT 99.1

FORM 51-102F3

Material Change Report

 

Item 1 Name and Address of Company

Algonquin Power & Utilities Corp. (“APUC”)

2845 Bristol Circle

Oakville, Ontario

L6H 7H7

 

Item 2 Date of Material Change

January 1, 2011

 

Item 3 News Release

A press release was issued and disseminated through Canada Newswire on January 1, 2011. A copy of the news release is attached as Schedule A.

 

Item 4 Summary of Material Change

APUC and Emera Incorporated (“Emera”) closed the acquisition of the California-based electricity distribution and related generation assets of NV Energy, Inc.

 

Item 5 Full Description of Material Change

APUC announced that effective January 1, 2011, APUC and Emera closed their acquisition of the California-based electricity distribution and related generation assets of NV Energy, Inc. Total consideration for this transaction was US$131,789,563, subject to final adjustments. Emera and APUC own and operate these assets through a newly formed utility company, California Pacific Electric Company, LLC. Also, as an element of the transaction, Emera exchanged certain previously announced subscription receipts into 8.523 million APUC common shares.

A copy of the news release is attached as Schedule A and has been filed on APUC’s SEDAR profile at www.sedar.com.

 

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

 

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.


 

Item 8 Executive Officer

For further information please contact David Bronicheski, (905) 465-4500

 

Item 9 Date of Report

January 10, 2011

 

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Schedule A

News Release

Emera Incorporated and Algonquin Power & Utilities Corp. Announce Closing of California Pacific

Electric Company Transaction

HALIFAX AND OAKVILLE, ON, Jan. 1 /CNW/ - (EMA-TSX, AQN-TSX): Emera Incorporated (“Emera”) and Algonquin Power & Utilities Corp. (“APUC”) announced that effective today they are closing their acquisition of the California-based electricity distribution and related generation assets of NV Energy, Inc. Total consideration for this transaction is $131,789,563 USD, subject to final adjustments. Emera and APUC own and operate these assets through a newly formed utility company, California Pacific Electric Company, LLC. Also, as an element of the transaction, Emera has now exchanged certain previously announced subscription receipts into 8.523 million APUC common shares.

Forward-looking information

Securities regulators encourage companies to disclose forward-looking information to help investors understand a company’s future prospects. This press release contains statements about our future financial condition, results of operations and business.

These are “forward-looking” because we have used what we know and expect today to make a statement about the future. Forward-looking statements usually include words such as may, expect, anticipate, believe or other similar words. We believe the expectations reflected in these forward-looking statements are reasonable. However, actual events and results could be substantially different because of the risks and uncertainties associated with our business or events that happen after the date of this press release. You should not place undue reliance on forward-looking statements. As a general policy, we do not update forward-looking statements except as required by securities laws and regulations.

About Emera Incorporated

(EMA and EMA.PR.A -TSX) is an energy and services company with $5.8 billion Canadian dollars in assets. Electricity is Emera’s core business. Approximately 94% of Emera’s revenues are earned by Nova Scotia Power Inc (NSPI), Bangor Hydro Electric Company (BHE) and the Brunswick Pipeline. NSPI and BHE are wholly-owned regulated electric utilities which together serve 603,000 customers. The Brunswick Pipeline is a 145 km gas pipeline in New Brunswick. Emera also owns Maine and Maritimes Corporation, the parent company of Maine Public Service Company, a regulated electric utility serving approximately 36,000 electricity customers in Northern Maine and MAM Services Group. In the Caribbean, Emera owns 19% of St. Lucia Electricity Services Limited, which serves more than 50,000 customers on the island of St. Lucia, 80.4% of Grand Bahama Power Company which serves 19,000 customers on the island of Grand Bahama and 38% of Light & Power Holdings, which serves 120,000 customers on the island of Barbados through its regulated electric utility, The Barbados Light and Power Company. In addition to its electric utility investments, Emera owns Bayside Power, a 260 MW gas-fired power plant in Saint John, New Brunswick; Emera Energy Services, a physical natural gas and power marketing and asset management business; a joint venture interest in Bear Swamp, a 600 megawatt pumped storage hydro-electric facility in northern Massachusetts; a 12.9% interest in the Maritimes & Northeast Pipeline; and an 8.2% interest in Open Hydro.

About Algonquin Power & Utilities Corp.

Through its distinct operating subsidiaries, APUC owns and operates a diversified portfolio of $1.1 billion of clean renewable electric generation and sustainable utility distribution businesses in North America. Liberty Water Co., APUC’s water utility subsidiary, provides regulated water utility services to more than 70,000 customers with a portfolio of 19 water distribution and wastewater treatment utility systems. Through its wholly owned subsidiary Liberty Energy Utilities Co., APUC provides regulated electricity and natural gas distribution services, currently serving more than 47,000 electric customers in the Lake Tahoe, CA area. Pursuant to previously announced agreements, Liberty Energy Utilities Co. is committed to acquiring Granite State Electric Company, a New Hampshire electric distribution company, and EnergyNorth Natural Gas Inc., a regulated natural gas distribution utility, which together serve approximately 130,000 customers. Algonquin


Power Co., APUC's electric generation subsidiary, includes 45 renewable energy facilities and 14 thermal energy facilities representing more than 480 MW of installed capacity. APUC and its operating subsidiaries deliver continuing growth through an expanding pipeline of greenfield and expansion renewable power and clean energy projects, organic growth within its regulated utilities and the pursuit of accretive acquisition opportunities. APUC's common shares and convertible debentures are traded on the Toronto Stock Exchange under the symbols AQN, AQN.DB, AQN.DB.A and AQN.DB.B. Visit Algonquin Power & Utilities Corp. on the web at www.AlgonquinPowerandUtilities.com.

For further information:

Emera

Investor Relations:

Jennifer Nicholson, CA

Senior Director, Stakeholder Relations

(902) 428-6347

Media Relations:

Sasha Irving

Director, Corporation Communications

(902) 428-6685

Algonquin Power & Utilities Corp.

Kelly Castledine

Investor Relations

(905) 465-4500

 

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