News Release
Northland Power Preferred Equity Inc. To Trade On Toronto Stock Exchange
Northland Power Preferred Equity Inc. - An application has been granted for the original listing in the Industrial category of 6,000,000 cumulative rate reset preferred shares, series 1 (the "Series 1 Shares") of Northland Power Preferred Equity Inc. (the "Company"), which will be issued pursuant to a short form prospectus dated July 19, 2010 (the "Prospectus") at a price of $25.00 per Series 1 Share. Listing of the Series 1 Shares will become effective at 5:01 p.m. on Tuesday, July 27, 2010 in anticipation of the initial public offering (the "Offering") closing on Wednesday, July 28, 2010.
The Company is a wholly-owned indirect subsidiary of Northland Power Income Fund (the "Fund") (Symbol: NPI.UN). The Series 1 Shares will be fully and unconditionally guaranteed by the Fund.
Stock Symbol: NPP.PR.A
CUSIP: 666512 20 7
Trading Currency: CDN $
Other Markets: None
Designated Market Maker: Raymond James Ltd.
Head Office Address: 30 St. Clair Avenue West, 17th Floor
Toronto, ON M4V 3A1
Email Address: info@npifund.com
Website Address: www.npifund.com
Head Office Telephone Number: (416) 962-6262
Fax Number: (416) 962-6266
Investor Relations: Anthony F. Anderson
(416) 962-6262
tony.anderson@northlandpower.ca
Incorporation: The Company is an indirect subsidiary of the Fund and was established on April 8, 2010 under the Business Corporations Act (Ontario). The Fund is an unincorporated open-ended trust established under the laws of the Province of Ontario pursuant to a trust indenture dated February 17, 1997, as supplemented and restated as of July 16, 2009.
Fiscal Year End: December 31
Chief Financial Officer: Anthony F. Anderson
Corporate Secretary: Anthony F. Anderson
Nature of Business: The Company will loan the net proceeds of the Offering to the Fund (the "Loan"). Other than the Loan, the Company will have no significant assets or liabilities and will not have any ongoing business operations of its own.
The Fund, is in the business of developing, constructing, financing, owning, managing and operating power projects which efficiently and cleanly produce electricity and, in some cases, steam for sale under long-term contracts.
Transfer Agent & Registrar Computershare Investor Services Inc. at its principal office in Toronto, Ontario.
Additional information on the Series 1 Shares may be found in the Prospectus, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus.
Registration of interests in and transfers of the Series 1 Shares will be made only through a book entry only system administered by CDS Clearing and Depository Services Inc. ("CDS"). Series 1 Shares must be purchased, transferred and surrendered for conversion or redemption through a participant in CDS. All rights of an owner of Series 1 Shares must be exercised through, and all payments or other property to which such owner is entitled will be made or delivered by, CDS or the CDS Participant through which the owner holds Series 1 Shares.
The following is a summary of some of the principal provisions of the Series 1 Shares. Reference should be made to the Prospectus for details:
Dividends: During the Initial Fixed Rate Period, the holders of the Series 1 Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last Business Day of March, June, September and December in each year, at an annual rate equal to $1.3125 per share. The initial dividend will be payable September 30, 2010 and will be $0.2301 per share, based on the anticipated closing date of July 28, 2010.
During each Subsequent Fixed Rate Period, the holders of Series 1 Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the Board of Directors, payable quarterly on the last Business Day of March, June, September and December in each year during the Subsequent Fixed Rate Period, in an annual amount per share determined by multiplying the Annual Fixed Dividend Rate applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for any Subsequent Fixed Rate Period, will be equal to the sum of the Government of Canada Yield on the 30th day prior to the first day of such Subsequent Fixed Rate Period plus 2.80%.
Redemption: The Series 1 Shares will not be redeemable by the Company prior to September 30, 2015. On September 30, 2015 and on September 30 every five years thereafter, subject to certain other restrictions set out in the Prospectus, the Company may, at its option, on at least 30 days and not more than 60 days prior written notice, redeem all or from time to time any part of the outstanding Series 1 Shares by payment in cash of a per share sum equal to $25.00, in each case together with all accrued and unpaid dividends up to but excluding the date fixed for redemption (less any tax required to be deducted and withheld by the Company). The Series 1 Shares do not have a fixed maturity date and are not redeemable at the option of the holders of Series 1 Shares.
Conversion into Series 1 Shares: Holders of Series 1 Shares will have the right, at their option, on September 30, 2015 and on September 30 every five years thereafter (a "Series 1 Conversion Date"), to convert, subject to the restrictions on conversion described in the Prospectus and the payment or delivery to the Company of evidence of payment of the tax (if any) payable, all or any of their Series 1 Shares registered in their name into cumulative floating rate preferred shares, series 2 (the "Series 2 Shares") on the basis of one Series 2 Share for each Series 1 Share. If a Series 1 Conversion Date falls on a day that is not a Business Day, such Series 1 Conversion Date shall be the immediately following Business Day. The conversion of Series 1 Shares may be effected upon written notice given by the registered holders of the Series 1 Shares not earlier than the 30th day prior to, but not later than 5:00 p.m. (Toronto time) on the 15th day preceding, the applicable Series 1 Conversion Date. Once received by the Company, an election notice is irrevocable.
Automatic Conversion Provisions: Holders of Series 1 Shares will not be entitled to convert their shares into Series 2 Shares if the Company determines that there would remain outstanding on a Series 1 Conversion Date less than 1,000,000 Series 2 Shares, after having taken into account all Series 1 Shares tendered for conversion into Series 2 Shares and all Series 2 Shares tendered for conversion into Series 1 Shares. The Company will give notice in writing to all affected holders of Series 1 Shares of their inability to convert their Series 1 Shares at least seven days prior to the applicable Series 1 Conversion Date.
Furthermore, if the Company determines that there would remain outstanding on a Series 1 Conversion Date less than 1,000,000 Series 1 Shares, after having taken into account all Series 1 Shares tendered for conversion into Series 2 Shares and all Series 2 Shares tendered for conversion into Series 1 Shares, then, all, but not part, of the remaining outstanding Series 1 Shares will automatically be converted into Series 2 Shares on the basis of one Series 2 Share for each Series 1 Share, on the applicable Series 1 Conversion Date and the Company will give notice in writing to this effect to the then registered holders of such remaining Series 1 Shares at least seven days prior to the applicable Series 1 Conversion Date.
The Series 2 Shares have been conditionally approved for listing on Toronto Stock Exchange ("TSX") at the end of the Initial Fixed Rate Period, which is anticipated to be on or about September 30, 2015, or at such other time the Series 2 Shares meet the listing requirements of TSX.



