AtkinsRéalis Announces Renewal of Normal Course Issuer Bid

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MONTREAL, March 1, 2024 /CNW/ – AtkinsRéalis [SNC-Lavalin Group Inc.] (TSX: ATRL), a fully integrated professional services and project management company with offices around the world, is pleased to announce today that the Toronto Stock Exchange (the “TSX”) has approved the renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase for cancellation up to 1,500,000 common shares of the Company (the “Common Shares”) over the twelve-month period commencing on March 8, 2024 and ending no later than March 7, 2025, representing 0.85% of the issued and outstanding Common Shares as of February 23, 2024.

The Company has established an automatic share purchase plan with its designated broker to facilitate the purchase of Common Shares under the NCIB during times when the Company would ordinarily not be permitted to purchase due to regulatory restrictions or self-imposed black-out periods. Before entering a black-out period, the Company may, but is not required to, instruct the broker to make purchases under the NCIB during such period based on parameters set by the Company in accordance with the automatic share purchase plan, TSX Rules and applicable securities laws. The plan has been pre-cleared by the TSX and will be implemented effective March 8, 2024.

The Company believes that in the appropriate circumstances, the purchase of Common Shares may be an effective use of its funds and in the best interest of the Company and its shareholders.

The Company will also be permitted to purchase its Common Shares from Caisse de dépôt et placement du Québec (“CDPQ”) in accordance with an exemption granted by the TSX in connection with the NCIB in order to maintain CDPQ’s proportionate shareholding percentage as close as possible to, without exceeding, 19.9% of the issued and outstanding Common Shares. The maximum number of Common Shares that may be purchased pursuant to the NCIB will include the number of Common Shares purchased by the Company from CDPQ.

Purchases from CDPQ will be made during the TSX’s Special Trading Session pursuant to an automatic disposition plan agreement between the Company’s broker, the Company and CDPQ (the “ADP Agreement”). Purchases from CDPQ will be made on trading days, as required by the ADP Agreement, on which the Company makes a purchase from other shareholders. In the event that CDPQ does not sell Common Shares on any trading day as required by the terms of the ADP Agreement (other than as a result of certain market disruption events), the TSX exemption will cease to apply and the Company will not be permitted to make any further purchases from CDPQ under the terms of the NCIB. Additionally, the ADP Agreement will terminate automatically upon CDPQ selling any number of Common Shares other than pursuant to the ADP Agreement, whether through the facilities of the TSX or otherwise.

All Common Shares purchased pursuant to the NCIB, including those purchased from CDPQ, will be cancelled. The timing and amount of purchases under the NCIB are subject to management discretion based on various factors. These purchases are to be made through the facilities of the TSX, other designated exchanges or Canadian alternative trading systems, in accordance with the TSX’s policy on normal course issuer bids, or otherwise as may be permitted …

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