Exchange Bulletin
Brookfield Infrastructure Corporation (BIPC) To Trade On Toronto Stock Exchange
March 17, 2020
| Issuer: | Brookfield Infrastructure Corporation (‘‘BIPC") |
| Security: | Class A Exchangeable Subordinate Voting Shares ("Exchangeable Shares") |
| Symbol: | BIPC |
| When Issued Market - Original Listing: | The Exchangeable Shares of BIPC will be posted for trading on a "when issued" basis at the opening on Thursday, March 19, 2020. |
| Number of securities issued and outstanding: | 46,500,000 |
| Number of securities reserved for issuance: | None |
| Listing category: | Industrial, Exempt |
| Trading currency: | CDN$ |
| Distribution: | As described in today's Toronto Stock Exchange ("TSX") Bulletins, Brookfield Infrastructure Partners L.P. (the "Partnership") (Symbol: BIP.UN), will make, on Tuesday, March 31, 2020, a special distribution of one (1) Exchangeable Share for every (9) limited partnership units (the "Units") of the Partnership (that is, approximately 0.11 Exchangeable Share per Unit of the Partnership) to unitholders of record of the Partnership at the close of Friday, March 20, 2020 (the "Distribution"). |
| Posted for trading date: | Thursday, March 19, 2020 (at the opening) on a "when issued" basis. |
| Payable date: | Tuesday, March 31, 2020 (12:01 a.m.) Holders of Units of the Partnership need not take any action in order to receive the Exchangeable Shares to which they are entitled. |
| Other market(s): | The Exchangeable Shares will be concurrently listed on the New York Stock Exchange under the symbol "BIPC". From Thursday, March 19, 2020 to and including Monday, March 30, 2020 trading will occur on a "when issued" basis under the symbol BIPC WI. |
| Temporary market maker: | Questrade Inc. |
| Security ownership registration: | CDS book-based system |
| Investor relations: | Melissa Low Vice-President, Investor Relations melissa.low@brookfield.com 416-956-5239 |
| Incorporation: | Business Corporations Act (British Columbia) |
| Fiscal year end: | December 31 |
| Nature of business: | BIPC will own and operate high-quality, long-life infrastructure assets that generate stable cash flows, require relatively minimal maintenance capital expenditures and, by virtue of barriers to entry and other characteristics, tend to appreciate in value over time. Its initial operations will consist principally of the ownership and operation of regulated gas transmission systems in Brazil and of regulated distribution operations in the United Kingdom. |
| Transfer agent and registrar: | Computershare Trust Company of Canada at its principal office in Toronto. |
| Dividends: | The board may declare dividends at its discretion and in accordance with applicable law. However, each Exchangeable Share has been structured with the intention of providing an economic return equivalent to one Unit and, following the Distribution, it is expected that dividends on the Exchangeable Shares will be declared and paid at the same time and the same amount as distributions are declared and paid on the Units to provide holders of the Exchangeable Shares with an economic return equivalent to holders of Units. |
| Sponsorship: | Not applicable |
| Settlement of When Issued trading: | Subject to the Distribution occurring on Tuesday, March 31, 2020: (i) all trades in the when issued market from and including Thursday, March 19, 2020 (at the opening) to and including March 30, 2020 (at the close) will be for special settlement on Thursday, April 2, 2020 and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. Parties who hold Units of the Partnership (or who are entitled to receive Partnership Units under a legally binding unconditional contract) on the record date may sell, in the when issued market, such Exchangeable Shares, up to the number of Exchangeable Shares they would hold upon completion of the Distribution without being subject to restrictions on short sales. TSX will not be liable directly or indirectly for any loss attributable to the exercise of any of its above-described rights or to the cancellation, settlement or failed settlement of any trade or trades made in the Exchangeable Shares. |
| Termination of When Issued trading: | Subject to the Distribution occurring on Tuesday, March 31, 2020 then: (i) on Monday, March 30, 2020 (at the close) trading of the Exchangeable Shares of BIPC on a "when issued" basis will terminate; and (ii) on March 31, 2020 (at 12:01 a.m. Toronto time) the Exchangeable Shares will be listed and posted for trading on a regular basis under the current symbol and CUSIP. If the payment of Distribution is not made, all trades made in the when issued market will be cancelled. No securities will be delivered or deliverable and no money will be owed by purchasers to sellers. |
| Disclosure document: | BIPC and the Partnership's joint prospectus dated Thursday, March 12, 2020 (the "Prospectus") and press release dated Tuesday, March 10, 2020, which are available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Additional information: | See elsewhere in today's TSX Bulletins regarding the Distribution and due bill trading of the Units of the Partnership and the ex-distribution markets for the Units. |
| TSX contact: | Chris Birkett, Director, Toronto Stock Exchange. |