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EXHIBIT 3.2
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[CANADIAN FLAG LOGO] FORM 14.1 FORMULE 14.1
Industry Canada Industrie Canada ARTICLES OF ARRANGEMENT CLAUSES D'ARRANGEMENT
Canada Business Loi canadienne sur les (SECTION 192) (ARTICLE 192)
Corporations Act societes par actions
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1 - Name of applicant corporation(s) - Denomination de la(des) requerante(s) 2 - Corporation No(s). -
No(s) de la(des) societe(s)
TRANSCANADA CORPORATION 414844-4
TRANSCANADA PIPELINES LIMITED 370712-1
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3 - Name of the corporation(s) the articles of which are amended, if applicable 4 - Corporation No(s). -
Denomination de la(des) societe(s) dont les statuts sont modifies, les cas echeant No(s) de la(des) societe(s)
___________________________________________________________________________________________________________________________________
5 - Name of the corporation(s) created by amalgamation, if applicable 6 - Corporation No(s). -
Denomination de la(des) societe(s) issue(s) de la(des) fusion(s), le cas echeant No(s) de la(des) societe(s)
___________________________________________________________________________________________________________________________________
7 - Name of the dissolved corporation(s), if applicable 8 - Corporation No(s). -
Denomination de la(des) societe(s), dissoute(s), le cas echeant No(s) de la(des) societe(s)
___________________________________________________________________________________________________________________________________
9 - Name of other bodies corporate involved, if applicable 10 - Corporation No(s). or jurisdiction
Denomination des autres personnes morales en cause, le cas echeant of incorporation -
No(s) de la(des) societe(s) / ou
loi sous le regime de laquelle
elle est constituee
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11 - In accordance with the order approving the arrangement, Conformement aux termes de l'ordonnance approuvant
l'arrangement,
(a) The articles of the above-named corporation(s) are amended in / / Les statuts de la(des) societe(s) susmentionnee(s) sont
accordance with the attached plan of arrangement modifie en conformite avec le plan d'arrangement ci-joint
(b) The following bodies corporate are amalgamated in accordance / / Les personnes morales suivantes sont fusionnees
with the attached plan of arrangement conformement au plan d'arrangement ci-joint
(c) The above-named corporation(s) is(are) liquidated and / / La(les) societe(s) susmentionee(s) est(sont) liquidees
dissolved in accordance with the attached plan of et dissoute(s) conformement au plan d'arrangement ci-joint
arrangement
(d) The plan of arrangement attached hereto, involving the /X/ Le plan d'arrangement ci-joint portant sur la(les)
above-named body(ies), corporate is hereby effected personne(s) morale(s) susmentionnee(s) prend effet
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Date Signature Title - Titre
/s/ Dale E. Skinner
May 14, 2003 Dale E. Skinner Director, TransCanada Corporation
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FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT
Filed - Deposee
May 15, 2003
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PLAN OF ARRANGEMENT UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT
ARTICLE 1
INTERPRETATION
1.01 In this Arrangement unless there is something in the subject matter or
context inconsistent therewith:
(a) "ARRANGEMENT" means the arrangement under the provisions of Section
192 of the CBCA, on the terms and conditions set forth in this Plan of
Arrangement;
(b) "CBCA" means the Canada Business Corporations Act, R.S.c. 1985,
c.C-44, as amended;
(c) "CBCA DIRECTOR" means the Director appointed under Section 260 of the
CBCA;
(d) "COURT" means the Court of Queen's Bench of Alberta;
(e) "EFFECTIVE DATE" means the date shown on the Certificate of
Arrangement giving effect to the Arrangement to be issued under the
CBCA by the CBCA Director;
(f) "HOLDCO" means TransCanada Corporation, a corporation incorporated
under the CBCA;
(g) "HOLDCO COMMON SHARES" means common shares in the capital of Holdco;
(h) "HOLDCO RIGHTS" means rights issued pursuant to the Holdco Shareholder
Rights Plan;
(i) "HOLDCO SHAREHOLDER RIGHTS PLAN" means the Shareholder Rights Plan of
Holdco to be implemented by Holdco on or before the Effective Date;
(j) "HOLDCO STOCK OPTION PLAN" means the Key Employee Stock Incentive Plan
(2003) to be implemented by Holdco on the Effective Date;
(k) "INTERIM ORDER" means the interim order of the Court dated March 4,
2003 providing for, among other things, the calling and holding of the
Meeting;
(l) "MEETING" means the Annual and Special Meeting of holders of
TransCanada Common Shares to be held on April 25, 2003 to consider,
inter alia, the Arrangement, and any adjournment thereof;
(m) "TRANSCANADA" means TransCanada PipeLines Limited, a corporation
continued under the CBCA;
(n) "TRANSCANADA COMMON SHARES" means common shares in the capital of
TransCanada;
(o) "TRANSCANADA RIGHTS" means rights issued pursuant to the TransCanada
Shareholder Rights Plan;
(p) "TRANSCANADA SHAREHOLDER RIGHTS PLAN" means the Shareholder Rights
Plan of TransCanada; and
(q) "TRANSCANADA STOCK OPTION PLAN" means the Key Employee Stock Incentive
Plan (1995) of TransCanada.
ARTICLE 2
THE ARRANGEMENT
2.01 On the Effective Date and as part of the Arrangement, the following shall
occur and be deemed to occur without further act or formality in the following
order:
(a) Each TransCanada Right shall be cancelled and the TransCanada
Shareholder Rights Plan shall be terminated and be of no further force
and effect.
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(b) Each TransCanada Common Share (other than shares held by dissenting
shareholders) shall be and shall be deemed to be exchanged, free and
clear of any encumbrances and claims, with Holdco for the sale
consideration of the issuance by Holdco of one Holdco Common Share.
(c) Each holder of Holdco Common Shares to which Holdco Common Shares have
been issued under subparagraph (b) hereof shall be issued and shall be
deemed to be issued that number of Holdco Rights equal to the number
of Holdco Common Shares so issued to such holder. In accordance with
the terms of the Holdco Shareholder Rights Plan, certificates
representing Holdco Common Shares shall also evidence Holdco Rights,
on the basis of one Holdco Right for each Holdco Common Share
represented thereby.
(d) The stated capital of the Holdco Common Shares shall be the same as
the stated capital of the TransCanada Common Shares, subject to any
other determination in respect thereof as may be made by the Board of
Directors of Holdco in accordance with the CBCA.
(e) Options to purchase TransCanada Common Shares ("TransCanada Stock
Options") issued and outstanding under the TransCanada Option Plan
shall be and shall be deemed to be exchanged with Holdco for the same
number of options to purchase Holdco Common Shares ("Holdco Stock
Options") granted pursuant to the Holdco Stock Option Plan on the same
terms and conditions and at the same exercise price as provided for
under the TransCanada Stock Options so exchanged, provided that the
exercise price under each Holdco Stock Option will be such that:
(i) the amount by which the total fair market value of a Holdco
Common Share that a holder is entitled to acquire under a Holdco
Stock Option immediately after the Effective Date exceeds the
total amount payable by such holder to acquire a Holdco Common
Share under a Holdco Stock Option;
will not exceed
(ii) the amount by which the total fair market value of a TransCanada
Common Share that a holder is entitled to acquire under a
TransCanada Stock Option immediately before the Effective Date
exceeds the amount payable by such holder to acquire a
TransCanada Common Share under a TransCanada Stock Option.
Immediately following such exchange all issued and outstanding
TransCanada Stock Options shall be cancelled.
(f) The initial by-laws of Holdco shall be the same as the by-laws of
TransCanada in effect immediately before the Arrangement becomes
effective, to be supplemented, amended or repealed in accordance with
the provisions of applicable law relating to the making, amending and
repealing of by-laws.
(g) The initial directors of Holdco shall be the same as those directors
of TransCanada in office immediately before the Arrangement becomes
effective, and such directors shall continue in office until their
respective successors have been duly elected or appointed.
(h) The initial auditors of Holdco shall be KPMG LLPwho shall continue in
office until the close of the first annual meeting of the holders of
Holdco Common Shares. The directors of Holdco are authorized to fix
the remuneration of the auditors as such.
(i) Unless and until changed in accordance with applicable law, the
financial year of Holdco shall end on December 31st in each year.
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ARTICLE 3
DISSENTING SHAREHOLDERS
3.01 DISSENTING SHAREHOLDERS
Holders of TransCanada Common Shares who exercise the rights of dissent as set
out in the CBCA as modified by the Interim Order and:
(a) are ultimately entitled to be paid fair value for their TransCanada
Common Shares by Holdco shall be deemed to have transferred their
TransCanada Common Shares to Holdco, free and clear of any
encumbrances and claims, on the Effective Date; or
(b) are ultimately not entitled, for any reason, to be paid fair value for
their TransCanada Common Shares by Holdco shall be deemed to have
exchanged their TransCanada Common Shares with Holdco for Holdco
Common Shares as provided in section 2.01(b) above as of the Effective
Date;
but in no case shall such holders hold TransCanada Common Shares, or shall
TransCanada be required to recognize such holders as shareholders of
TransCanada, from and after the Effective Date.
ARTICLE 4
CERTIFICATES
4.01 SHARE CERTIFICATES
On the Effective Date, the existing certificates for TransCanada Common Shares
will be deemed for all purposes to represent the same number of Holdco Common
Shares. As soon as practicable following the Effective Date, Holdco shall cause
to be delivered to its transfer agent share certificates representing the Holdco
Common Shares which holders of TransCanada Common Share certificates are
entitled to receive upon presentation of their TransCanada Common Share
certificates for cancellation following the Effective Date and Holdco's transfer
agent shall deliver the certificates for such Holdco Common Shares to such
holders on the basis of one Holdco Common Share for each TransCanada Common
Share owned by such holders.
4.02 DELIVERY OF SHARE CERTIFICATES
From and after the Effective Date, each share certificate representing a given
number of TransCanada Common Shares and TransCanada Rights which was outstanding
prior to the Effective Date shall represent the same number of Holdco Common
Shares and Holdco Rights and the right of the registered holder to receive
certificates representing the number of Holdco Common Shares and Holdco Rights
represented by such certificate.