Form 6-K TRANSALTA CORP For: Apr 09
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2019
Commission File Number 001-15214
TRANSALTA
CORPORATION
(Translation of registrant's name into English)
110-12th Avenue S.W., Box 1900, Station
“M”, Calgary, Alberta, Canada, T2P 2M1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). _____
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, thereunto duly authorized.
TRANSALTA CORPORATION
| By: | /s/ Christophe Dehout |
| Name: Christophe Dehout | |
| Title: Chief Financial Officer |
Date: April 9, 2019
EXHIBIT INDEX
|
Exhibit Number |
Description of Document | |
| 99.1 | TransAlta Responds to Mangrove Application for Joint Hearing |
Exhibit 99.1
TransAlta Responds to Mangrove Application for Joint Hearing
CALGARY, April 9, 2019 /CNW/ - TransAlta Corporation ("TransAlta" or the "Company") (TSX:TA) (NYSE: TAC) today announced that Mangrove Partners ("Mangrove") has made application to the Alberta Securities Commission and Ontario Securities Commission (together, the "Commissions"). In the application, Mangrove is seeking a joint hearing of the Commissions in relation to TransAlta's 2019 annual and special meeting of shareholders to be held on April 26, 2019 and the recently announced $750 million investment and strategic partnership with an institutional partner of Brookfield Renewable Partners ("Brookfield"). Mangrove's application seeks various relief from the Commissions, including an order cease trading the issuance of the exchangeable securities under the investment agreement between the Company and Brookfield.
"Mangrove's application is inappropriate, unwarranted and without merit," said Ambassador Gordon Giffin, Chair of the Board of TransAlta. "It is an attempt to circumvent the rights of our other shareholders through a misuse of the Canadian securities regulatory process. We are moving forward with our strategic partnership with Brookfield and the business of creating value for the Company's shareholders."
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia
with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers
clean, affordable, energy efficient, and reliable power. Today, we are one of Canada's largest producers of wind power and Alberta's
largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member
where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been
recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to
have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities
laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may",
"will", "project", "should", "propose", "plans", "intends" and similar
expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this
news release contains forward-looking statements and information relating to: the 2019 shareholders' meeting; the nature, timing
and impact of existing or potential legal actions or regulatory proceedings brought by Mangrove or others; the investment by Brookfield
and expected benefits to the Company and its shareholders; the ability of the investment to enhance the Company's financial position
and ability to execute the strategy; the Company's strategy, plans and priorities; Brookfield's and TransAlta's commitments with
respect to the Brookfield investment; the Company's future ownership levels in or control over the Alberta hydro assets; the appointment
of the Company's director nominees to the Board at the 2019 shareholders' meeting; the Company's relationship with Brookfield or
its affiliates and other shareholders; the expected timing, costs and benefits of the strategic investment by and partnership with
Brookfield or its affiliates; and advancements in the Company's strategy relating to clean energy and growth. These statements
are based on TransAlta's belief and assumptions based on information available at the time the assumptions were made, including
assumptions pertaining to: the election of the Company's proposed director nominees at the Meeting; the Company's ability to successfully
defend against any existing or potential legal actions or regulatory proceedings; the closing of the Brookfield investment occurring
and other risks to the Brookfield investment not materializing; no significant changes to regulatory, securities, credit or market
environments; the anticipated Alberta capacity market framework in the future; our ownership of or relationship with TransAlta
Renewables Inc. not materially changing; the Alberta hydro assets achieving their anticipated value, cash flows and adjusted EBITDA;
the anticipated benefits and financial results generated on the coal-to-gas conversion and the Company's other strategies; the
Company's and Mangrove's/Bluescape's strategies and plans; no significant changes in applicable laws; and risks associated with
the impact of the investment on the Company's shareholders, debtholders and credit ratings. The forward-looking statements are
subject to a number of risks and uncertainties that may cause actual performance, events or results to differ materially from those
contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the failure of the
Company's nominees to be elected at the Meeting; the failure of the Brookfield investment to close; the outcomes of existing or
potential legal actions or regulatory proceedings not being as anticipated, including those pertaining to the 2019 meeting and
the Brookfield investment; the appointment of any slate of directors proposed by Mangrove/Bluescape and the subsequent termination
of the Brookfield investment by the Company; changes in our relationship with Brookfield; changes in our relationship with other
shareholders; our Alberta hydro assets not achieving their anticipated value, cash flows or adjusted EBITDA once the applicable
power purchase arrangement has expired; the Brookfield investment not resulting in the expected benefits for the Company and its
shareholders; the inability to complete share buy-backs within the timeline or on the terms anticipated or at all; and other risks
and uncertainties contained in the Company's Management Proxy Circular dated March 26, 2019 and its annual information form and
management's discussion and analysis for the year ended December 31, 2018, filed under the Company's profile with the Canadian
securities regulators on www.sedar.com and the Securities and Exchange Commission on www.sec.gov. Readers are cautioned not to
place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta's expectations
only as of the date of this news release. In light of these risks, uncertainties and assumptions, the forward-looking statements
might occur to a different extent or at a different time than we have described, or might not occur at all. TransAlta disclaims
any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
View
original content:http://www.prnewswire.com/news-releases/transalta-responds-to-mangrove-application-for-joint-hearing-300828347.html
SOURCE TransAlta Corporation
View original content: http://www.newswire.ca/en/releases/archive/April2019/09/c2357.html
%CIK: 0001144800
For further information: Investor Inquiries: Sally Taylor, Manager, Investor Relations, Phone: 1-800-387-3598 in Canada and U.S., Email: [email protected]; Media Inquiries: Phone: 1-855-255-9184, Email: [email protected]
CO: TransAlta Corporation
CNW 15:29e 09-APR-19
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