wastewater collection utilities serve approximately 11,500 water and wastewater customers located in the States of Arkansas, Illinois, Missouri, and Texas. 

Liberty Utilities (East) region is comprised of regulated natural gas and electric distribution utility systems located in the State of New Hampshire providing regulated local electrical utility services to approximately 43,250 active electric connections; and regulated local gas distribution utility services to approximately 87,650 active natural gas connections. Upon completion of certain pending acquisitions of natural gas utility systems located in Georgia and Massachusetts, the additional 114,000 customers will be added to the Liberty Utilities (East) region. 

## Major Highlights 

## Corporate Highlights Dividend Increased to $0.31 per Common Share Annually 

APUC has completed several acquisitions and has advanced a number of other initiatives that have raised the growth profile for APUC’s earnings and cash flows which in turn supports an increase in the dividend to shareholders. As a result, on August 9, 2012, the Board approved a dividend increase of $0.03 per share annually bringing the total annual dividend to $0.31, paid quarterly at the rate of $0.0775 per common share. 

Management believes that the increase in the dividend is consistent with APUC’s stated strategy of delivering total shareholder return comprised of attractive current dividend yield and capital appreciation founded on increased earnings and cash flows. 

## Strengthened Balance Sheet Issuance of $120M Preferred Shares 

On November 9, 2012, APUC issued 4.8 million cumulative rate reset preferred shares, Series A (the “Series A Shares”) at a price of $25 per share, for aggregate gross proceeds of $120 million. The shares will yield 4.5% annually for the initial six-year period ending on December 31, 2018. The preferred shares have been assigned a rating of P-3 and Pfd-3(low) by S&P and DBRS respectively. The proceeds of the offering were used primarily to partially fund the acquisition of the interest in the Gamesa wind powered generating stations (the “Gamesa Wind Facilities”) which closed on December 10, 2012. 

## Emera Subscription Receipts 

For the year ended December 31, 2012, APUC issued a total of 26.4 million shares for cash and share proceeds of $142.6 million pursuant to the exercise of subscription receipts issued to Emera in contemplation of certain previously announced transactions. The shares were issued in the context of the existing Strategic Investment Agreement which contemplates Emera’s investment in APUC of up to 25%. 

As at December 31, 2012, Emera owned 34.9 million APUC common shares representing approximately 18.5% of the total outstanding common shares of the Company. 

Subsequent to the end of the year and pursuant to previously committed subscription receipts, APUC issued 2.6 million shares at a price of $5.74, 5.2 million shares at a price of $5.74 and 3.4 million shares at a price representing $4.72 per share pursuant to subscription agreements. As a result, at March 14, 2013, Emera owns 46.1 million APUC common shares representing approximately 23% of the total outstanding common shares of the Company. 

On February 22, 2013, APUC announced that Emera agreed to subscribe to 4.0 million common shares of APUC at a price of $7.40 per share for total proceeds of approximately $29 million representing a $0.10 premium to the closing price of APUC shares on February 19, 2013. The conversion of these subscription receipts will bring Emera’s total investment in APUC to 25%. 

APUC believes issuance of shares to Emera is an efficient way to raise equity as it avoids underwriting fees, legal expenses and other costs associated with raising equity in the capital markets. 

