Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-220059, 333-227246 and 333-263839
25,000,000 Common Shares
SHAREHOLDER DIVIDEND REINVESTMENT PLAN
This prospectus covers 25,000,000 common shares, without par value (the “Common Shares”), of Algonquin Power and Utilities Corp. (the “Corporation”, “Algonquin”, “we” or “us”), issuable under our amended and restated shareholder dividend reinvestment plan (the “Plan”), which provides holders of our Common Shares (each, a “shareholder”) with a simple and convenient method of investing cash distributions declared on our Common Shares.
Under the Plan, registered holders and beneficial owners of our Common Shares who reside in Canada or the United States (or another jurisdiction, if consented to by us) may opt to reinvest cash dividends paid on Common Shares that are registered in the name of the participant or held in a participant’s account maintained under the Plan. Common Shares purchased under the Plan will, at our option, either be (i) existing shares purchased on the open market through the facilities of the Toronto Stock Exchange (“TSX”), the New York Stock Exchange (“NYSE”), or any other stock exchange on which the Common Shares may from time to time be listed and posted for trading or (ii) newly issued Common Shares purchased directly from us. If Common Shares are purchased on the open market, the price at which such Common Shares are purchased will be the average price paid by the Agent for Common Shares (the “Market Purchase Price”). If Common Shares are purchased directly from us upon reinvestment of cash dividends under the Plan, the price at which such Common Shares are purchased will be the greater of the volume weighted average trading price of the Common Shares of the Corporation on the TSX or NYSE during the five trading days immediately preceding the dividend payment date (the “Treasury Purchase Price”), less a discount, if any, of up to 3% at our election. If the Common Shares are purchased through a combination of both the open market and us, the price of the Common Shares will be the average of the Market Purchase Price and the Treasury Purchase Price, taking into consideration the percentage allocation between the two types of acquisitions (the “Combination Purchase Price” and, together with the Market Purchase Price and the Treasury Purchase Price, the “Average Market Price”). As of the date of this prospectus, the discount has been set by our board of directors (the “Board”) at 3%. If we alter or eliminate the discount, we will publish a press release notifying participants of such alteration or elimination. If Common Shares are purchased on the open market, the price at which such Common Shares are purchased will be the average of the price paid (excluding brokerage commissions, fees and transaction costs) per Common Share. We bear all administrative costs. Fees charged by some intermediaries for beneficial owners to become registered holders of the Common Shares will not be borne by us.
Our Common Shares are listed on both the TSX and the NYSE under the symbol “AQN”. On June 1, 2022, the closing price for our Common Shares on the TSX was C$18.09 and on the NYSE was US$14.30.
We currently pay a quarterly dividend of US$0.1808 per common share for a total annual dividend of US$0.7233 per common share. However, any future determination to pay dividends will be at the discretion of our board of directors and will be dependent upon our cash flow from operations, financial condition, financial leverage, working capital requirements and investment opportunities, as well as general economic conditions and other factors deemed relevant by our board of directors.
We cannot estimate anticipated proceeds from the further sale of Common Shares under the Plan, which will depend on the market price of the Common Shares, the extent of shareholder participation in the Plan and other factors. We will not pay underwriting commissions in connection with the Plan but will incur estimated costs of approximately US$192,041 in connection with this offering.
The Plan was initially adopted by the Board on September 30, 2011. On August 10, 2017, the Board authorized the amendment of the Plan to, among other things, allow our U.S. resident shareholders to participate in the Plan. On June 7, 2018, the Board approved an increase to the number of shares issuable under the Plan. On March 3, 2022, the Board approved a further increase to the number of shares issuable under the Plan. On June 2, 2022, the Board authorized the amendment of the Plan to, subject to our consent, allow shareholders outside of Canada and the United States to participate in the Plan. As of the date of this prospectus, there are 25,000,000 Common Shares available for issuance under the Plan.
Investing in our Common Shares involves risks. See “Forward-Looking Information” and “Risk Factors” on pages 3, 6 and 7 of this prospectus for a discussion of certain factors relevant to an investment in our Common Shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is June 3, 2022.