Capital Power Corporation
TSX : CPX

Capital Power Corporation
EPCOR Utilities Inc.

EPCOR Utilities Inc.

March 25, 2015 16:31 ET

Capital Power and EPCOR Announce $215 Million Secondary Offering of Common Shares

EDMONTON, ALBERTA--(Marketwired - March 25, 2015) -

NOT FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Capital Power Corporation (TSX:CPX) ("Capital Power") and EPCOR Utilities Inc. ("EPCOR") announced today that Capital Power and EPCOR have entered into an agreement with a syndicate of underwriters, co-led by CIBC and TD Securities Inc., as bookrunners, for a secondary offering by EPCOR Power Development Corporation ("EPDC"), a subsidiary of EPCOR, on a bought deal basis, of 9,000,000 common shares of Capital Power at an offering price of $23.85 per common share. Capital Power will not receive any of the proceeds ($215 million, before giving effect to the over-allotment option) from the sale of common shares by EPDC.

The underwriters have also been granted an option to purchase up to an additional 450,000 common shares at the issue price to cover over-allotments, if any. If exercised, EPDC will receive additional gross proceeds of approximately $10.7 million. The over-allotment option is exercisable, in whole or in part, by the underwriters at any time up to 30 days after the closing of the offering. Capital Power will not receive any proceeds from the exercise of the over-allotment option.

The proceeds from the secondary offering will be used by EPCOR for repayment of commercial paper indebtedness and for general corporate purposes.

In connection with the offering, EPDC intends to exchange (the "Exchange") all of its remaining outstanding Exchangeable Common Limited Partnership Units of Capital Power L.P., not otherwise exchanged in connection with the secondary offering, for common shares of Capital Power in accordance with the terms of the Exchangeable Common Limited Partnership Units. After giving effect to the secondary offering, but before giving effect to the over-allotment option, EPCOR will indirectly own approximately 9.6% of the common shares of Capital Power.

EPCOR plans to eventually sell all or a substantial portion of its remaining interest in Capital Power subject to market conditions, based on its requirements for capital and other circumstances that may arise in the future. EPCOR anticipates that future sales of common shares by it will be completed by other means including through the facilities of the Toronto Stock Exchange, private agreement or other suitable arrangements available under applicable law. Additionally, as the Registration Rights Agreement between EPCOR and Capital Power will terminate in accordance with its terms following the secondary offering, Capital Power will no longer be obligated to assist EPCOR in making a secondary offering under a prospectus.

The common shares offered under the secondary offering will be offered in all provinces and territories of Canada by way of a prospectus supplement to a base shelf prospectus of Capital Power. The offering will also be extended to Qualified Institutional Buyers in the United States pursuant to the exemptions from registration provided by Rule 144A of the Securities Act of 1933, as amended (the "U.S. Securities Act"). Closing of the offering is expected to occur on or about April 2, 2015.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Capital Power in the United States or in any jurisdiction in which such offer, solicitation of sale would be unlawful. These securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

Forward-Looking Information

Certain information in this news release relating to EPCOR and Capital Power is forward-looking within the meaning of Canadian securities laws as it relates to anticipated financial performance, events or strategies. When used in this context, words such as "will", "anticipate", "believe", "plan", "intend", "target" and "expect" or similar words suggest future outcomes. The purpose of forward-looking information is to provide investors with management's assessment of future plans and possible outcomes and may not be appropriate for other purposes.

Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, each of EPCOR and Capital Power disclaim any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

About Capital Power

Capital Power (TSX:CPX) is a growth-oriented North American power producer headquartered in Edmonton, Alberta. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,100 megawatts of power generation capacity at 16 facilities across North America and owns 371 megawatts of capacity through a power purchase agreement. An additional 620 megawatts of owned generation capacity is under construction or in advanced development in Alberta and Ontario. Capital Power's website is: www.capitalpower.com.

About EPCOR Utilities Inc.

EPCOR's wholly-owned subsidiaries build, own and operate electrical transmission and distribution networks, water and wastewater treatment facilities and infrastructure in Canada and the United States. The company's subsidiaries also provide electricity and water services and products to residential and commercial customers. EPCOR, headquartered in Edmonton, Alberta, is an Alberta Top 70 employer. EPCOR's website is www.epcor.com.

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