CALGARY, Dec. 17, 2019 /PRNewswire/ - Canadian Pacific
(TSX: CP) (NYSE: CP) today announced that the Toronto Stock
Exchange ("TSX") has accepted its notice to implement a normal
course issuer bid ("NCIB") to purchase, for cancellation, up to
4,800,862 common shares or approximately 3.5 percent of CP's common
shares issued and outstanding as at December
9, 2019. The NCIB is scheduled to commence on December 20, 2019 and is due to terminate on
December 19, 2020.
"This new share buyback program reinforces our confidence in the
continued growth prospects of the company," said CP President and
CEO Keith Creel. "CP's strong cash flow generation enables us
to return cash to shareholders in a disciplined, opportunistic
manner."
Purchases of CP common shares under the NCIB may be made through
the facilities of the TSX, the New York Stock Exchange ("NYSE") and
alternative trading systems by means of open market transactions or
by such other means as may be permitted by the TSX and under
applicable securities laws, including private agreements or share
repurchase programs pursuant to issuer bid exemption orders issued
by applicable securities regulatory authorities. The price CP will
pay for any common shares will be the market price at the time of
purchase or such other price as may be permitted by the TSX. Any
purchase made under an exemption order issued by a securities
regulatory authority will generally be at a discount to the
prevailing market price.
In connection with the NCIB, CP will enter into an automatic
purchase plan ("Plan") with its designated broker to allow for
purchases of its common shares during internal quarterly blackout
periods. Such purchases would be at the discretion of the broker
based on parameters established by CP prior to any blackout period.
Outside of these periods, common shares will be purchased in
accordance with management's discretion, subject to applicable law.
The Plan has been reviewed by the TSX and may be terminated by CP
or its broker in accordance with its terms, or will terminate on
the expiry of the NCIB.
As of December 9, 2019, CP had
137,167,501 common shares issued and outstanding. CP will not
acquire through the facilities of the TSX more than 70,416 common
shares during a trading day, being 25 percent of the average daily
trading volume of CP common shares on the TSX for the six calendar
months prior to the date of approval of the bid by the TSX and, in
addition, will not acquire per day on the NYSE more than 25 percent
of the average daily trading volume for the four calendar weeks
preceding the date of purchase, subject to, in both cases, certain
exceptions for block purchases.
The actual number of common shares that will be repurchased
under the NCIB, and the timing of any such purchases, will be
determined by CP, subject to the limits imposed by the TSX. There
cannot be any assurances as to how many common shares, if any, will
ultimately be acquired by CP.
CP believes that the purchase of its shares from time to time is
an appropriate and advantageous use of its funds.
CP purchased 5,682,940 of its common shares at a weighted
average price of $283 under its
previous normal course issuer bid, which expired on October 23, 2019.
In total, CP has repurchased approximately 41 million of its
common shares since 2014. This represents nearly 30 percent of its
public float, as at September 30,
2019.
Note on forward-looking information
This news release contains certain forward-looking information
and forward-looking statements (collectively, "forward-looking
information") within the meaning of applicable securities laws.
Forward-looking information includes, but is not limited to,
statements concerning expectations, beliefs, plans, goals,
objectives, assumptions and statements about possible future
events, conditions, and results of operations or performance.
Forward-looking information may contain statements with words or
headings such as "financial expectations", "key assumptions",
"anticipate", "believe", "expect", "plan", "will", "outlook",
"should" or similar words suggesting future outcomes. This news
release contains forward-looking information relating, but not
limited to, to potential future purchases of CP common shares under
the normal course issuer bid, the success of our business and our
operations, including anticipated continued, profitable growth.
The forward-looking information contained in this news release
is based on current expectations, estimates, projections and
assumptions, having regard to CP's experience and its perception of
historical trends, and includes, but is not limited to,
expectations, estimates, projections and assumptions relating to:
foreign exchange rates, effective tax rates, land sales and pension
income; North American and global economic growth; commodity demand
growth; sustainable industrial and agricultural production;
commodity prices and interest rates; performance of our assets and
equipment; sufficiency of our budgeted capital expenditures in
carrying out our business plan; our ability to complete our capital
and maintenance projects on the timelines anticipated; applicable
laws, regulations and government policies; the availability and
cost of labour, services and infrastructure; market demand for CP's
services; our ability to establish and maintain our relationships
with key third parties; and the satisfaction by third parties of
their obligations, including to CP and under applicable regulatory
regimes. Although CP believes the expectations, estimates,
projections and assumptions reflected in the forward-looking
information presented herein are reasonable as of the date hereof,
there can be no assurance that they will prove to be correct.
Undue reliance should not be placed on forward-looking
information as actual results may differ materially from those
expressed or implied by forward-looking information. By its nature,
CP's forward-looking information involves inherent risks and
uncertainties that could cause actual results to differ materially
from the forward looking information, including, but not limited
to, the following factors: changes in business strategies; general
North American and global economic, credit and business conditions;
risks associated with agricultural production, such as weather
conditions and insect populations; the availability and price of
energy commodities; the effects of competition and pricing
pressures; industry capacity; shifts in market demand; changes in
commodity prices; uncertainty surrounding timing and volumes of
commodities being shipped via CP; inflation; changes in laws,
regulations and government policies, including regulation of rates;
changes in taxes and tax rates; potential increases in maintenance
and operating costs; changes in fuel prices; uncertainties of
investigations, proceedings or other types of claims and
litigation; labour disputes; risks and liabilities arising from
derailments; transportation of dangerous goods; timing of
completion of capital and maintenance projects; currency and
interest rate fluctuations; effects of changes in market conditions
and discount rates on the financial position of pension plans and
investments; trade restrictions or other changes to international
trade arrangements; climate change; and various events that could
disrupt operations, including severe weather, such as droughts,
floods, avalanches and earthquakes, and cybersecurity attacks, as
well as security threats and governmental response to them, and
technological changes. The foregoing list of factors is not
exhaustive. These and other factors are detailed from time to time
in reports filed by CP with securities regulators in Canada and the
United States. Reference should be made to "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Forward-Looking Information" in CP's
annual and interim reports on Form 10-K and 10-Q.
The forward-looking information contained in this news release
is made as of the date hereof. Except as required by law, CP
undertakes no obligation to update publicly or otherwise revise any
forward-looking information, or the foregoing assumptions and risks
affecting such forward-looking information, whether as a result of
new information, future events or otherwise.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the
United States with direct links to major ports on the west
and east coasts. CP provides North American customers a competitive
rail service with access to key markets in every corner of the
globe. CP is growing with its customers, offering a suite of
freight transportation services, logistics solutions and supply
chain expertise. Visit cpr.ca to see the rail advantages of CP.
CP-IR
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SOURCE Canadian Pacific