UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 28, 2023, Enbridge Inc. (the “Corporation”) filed Articles of Amendment with the Director under the Canada Business Corporations Act (the “CBCA”) amending its articles to create two new series of Preference Shares of the Corporation designated as Preference Shares, Series 2023-C (the “Series 2023-C Conversion Preference Shares”) and Preference Shares, Series 2023-D (the “Series 2023-D Conversion Preference Shares” and, together with the Series 2023-C Conversion Preference Shares, the “Conversion Preference Shares”), respectively. The Series 2023-C Conversion Preference Shares are issuable upon the automatic conversion of the C$300,000,000 aggregate principal amount of the Corporation’s 8.495% Fixed-to-Fixed Rate Subordinated Notes Series 2023-C due January 15, 2084 (the “2023-C Notes”) and the Series 2023-D Conversion Preference Shares are issuable upon the automatic conversion of the C$700,000,000 aggregate principal amount of the Corporation’s 8.747% Fixed-to-Fixed Rate Subordinated Notes Series 2023-D due January 15, 2084 (the “2023-D Notes” and, together with the 2023-C Notes, the “Notes”). The Conversion Preference Shares will be entitled to receive cumulative preferential cash dividends, if, as and when declared by the board of directors of the Corporation, subject to the CBCA, at the same rate as interest would have accrued on the applicable Notes (had such Notes remained outstanding), payable on each semi-annual dividend payment date, subject to any applicable withholding tax.
The foregoing description of the Corporation’s Articles of Amendment is qualified in all respects by reference to the text of the respective Certificates of Amendment issued by the Director under the CBCA on September 28, 2023 and the respective Articles of Amendment attached thereto, which are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 3.1 | Certificate and Articles of Amendment, dated September 28, 2023, relating to the Series 2023-C Conversion Preference Shares. | |
| 3.2 | Certificate and Articles of Amendment, dated September 28, 2023, relating to the Series 2023-D Conversion Preference Shares. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENBRIDGE INC. (Registrant) | ||
| Date: October 2, 2023 | By: | /s/ Karen K.L. Uehara |
| Karen K.L. Uehara Vice President, Corporate & Corporate Secretary (Duly Authorized Officer) | ||