MONTREAL, May 27, 2024
/CNW/ - (NYSE: CAE) (TSX: CAE) – CAE Inc. today announced that it
has received regulatory approval to proceed with its
previously-announced normal course issuer bid ("NCIB") to
purchase, for cancellation, up to 15,932,187 of its common shares
commencing May 30, 2024 and ending
May 29, 2025.
The maximum number of common shares that may be repurchased
under the program represents approximately five percent (5%) of the
issued and outstanding common shares of CAE. The actual number of
common shares purchased under the NCIB, the timing of purchases and
the price at which the common shares are bought will depend upon
management discretion based on factors such as market
conditions.
Purchases under the NCIB will be made through the facilities of
the Toronto Stock Exchange ("TSX") in accordance with the
TSX's applicable policies or the facilities of the New York Stock
Exchange ("NYSE") in compliance with applicable NYSE rules
and policies and U.S. laws, or in such other manner as may be
permitted under applicable stock exchange rules and applicable
securities laws, including through alternative Canadian and US
trading platforms and privately-negotiated, off-exchange block
purchases. In the case of off-exchange block purchases, purchases
will be at a discount to the prevailing market price in accordance
with and subject to the terms of applicable exemptive relief.
RBC Dominion Securities Inc. ("RBC") has agreed to act as
CAE's designated broker to make purchases of common shares pursuant
to the NCIB. CAE has also entered into an automatic share purchase
plan ("ASPP") with RBC allowing it to purchase common shares
under the NCIB when the company would ordinarily not be permitted
to purchase shares due to regulatory restrictions and customary
self-imposed black-out periods. Before entering a black-out period,
CAE may, but is not required to, instruct RBC to make purchases
under the NCIB during such a period based on parameters set by CAE
in accordance with the ASPP, TSX Rules and applicable securities
laws. All purchases made under the ASPP are included in computing
the number of common shares purchased under the NCIB. The ASPP has
been pre-cleared by the TSX and will be implemented and effective
June 3, 2024. The price CAE will pay
for any common shares will be the market price at the time of
acquisition, plus brokerage fees. All common shares purchased
pursuant to the NCIB will be cancelled.
During the period that the NCIB is outstanding, CAE does not
intend to make purchases of its common shares other than by means
of open market transactions or such other means as may be permitted
or approved by any applicable securities regulator.
The average daily trading volume of CAE's common shares through
the facilities of the TSX over the last six completed calendar
months was 605,257 ("ADTV"). Accordingly, under the TSX
Rules and policies, CAE is entitled on any trading day to purchase
up to 25% of the ADTV, which totals 151,314 common shares, for
the next 12-month period of the NCIB. In excess of the daily
repurchase limit, CAE may also purchase, once a week, a block of
common shares not owned by any insiders, which may exceed such
daily limit, in accordance with the TSX Rules.
As of May 16, 2024, CAE had
318,643,758 common shares issued and outstanding. CAE has not
repurchased any of its common shares during the last twelve months.
The NCIB is being established as part of CAE's capital
allocation strategy. The Board of Directors of CAE believes that
any purchases made under the NCIB will be in the best interest of
CAE and that such purchases will constitute a desirable use of
funds that should enhance shareholder value.
About CAE
At CAE, we equip people in critical roles with the expertise and
solutions to create a safer world. As a technology company, we
digitalize the physical world, deploying software-based simulation
training and critical operations support solutions. Above all else,
we empower pilots, cabin crew, maintenance technicians, airlines,
business aviation operators, and defence and security forces to
perform at their best every day and when the stakes are the
highest. Around the globe, we're everywhere customers need us to be
with approximately 13,000 employees in more than 240 sites and
training locations in over 40 countries. CAE represents more than
75 years of industry firsts – the highest-fidelity flight and
mission simulators as well as training programs powered by digital
technologies. We embed sustainability in everything we do. Today
and tomorrow, we'll make sure our customers are ready for the
moments that matter.
Caution concerning forward-looking
statements
This press release includes forward-looking statements,
including in connection with CAE's NCIB, ASPP and future purchases
of common shares pursuant to the NCIB. Since forward-looking
statements and information relate to future events or future
performance and reflect current expectations or beliefs regarding
future events, they are typically identified by words such as
"anticipate", "believe", "could", "estimate", "expect", "intend",
"likely", "may", "plan", "seek", "should", "will", "strategy",
"future" or the negative thereof or other variations thereon
suggesting future outcomes or statements regarding an outlook. All
such statements constitute "forward-looking statements" within the
meaning of applicable Canadian securities legislation and
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995.
By their nature, forward‑looking statements require us to make
assumptions and are subject to inherent risks and uncertainties
associated with our business which may cause actual results in
future periods to differ materially from results indicated in
forward‑looking statements. While these statements are based on
management's expectations and assumptions regarding historical
trends, current conditions and expected future developments, as
well as other factors that we believe are reasonable and
appropriate in the circumstances, readers are cautioned not to
place undue reliance on these forward-looking statements as there
is a risk that they may not be accurate. The forward-looking
statements contained in this press release describe our
expectations as of May 27, 2024 and,
accordingly, are subject to change after such date. Specifically,
there can be no assurance as to how many shares, if any, will
ultimately be acquired under CAE's NCIB. Except as required by law,
we disclaim any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise. The forward-looking information and
statements contained in this press release are expressly qualified
by this cautionary statement. In addition, statements that "we
believe" and similar statements reflect our beliefs and opinions on
the relevant subject. These statements are based on information
available to us as of the date of this press release. While we
believe that information provides a reasonable basis for these
statements, that information may be limited or incomplete. Our
statements should not be read to indicate that we have conducted an
exhaustive inquiry into, or review of, all relevant information.
These statements are inherently uncertain, and investors are
cautioned not to unduly rely on these statements. Except as
otherwise indicated by CAE, forward-looking statements do not
reflect the potential impact of any special items or of any
dispositions, monetizations, mergers, acquisitions, other business
combinations or other transactions that may occur after
May 27, 2024. The financial impact of
these transactions and special items can be complex and depends on
the facts particular to each of them. We therefore cannot describe
the expected impact in a meaningful way or in the same way we
present known risks affecting our business. Forward-looking
statements are presented in this press release for the purpose of
assisting investors and others in understanding certain key
elements of CAE's NCIB. Readers are cautioned that such information
may not be appropriate for other purposes.
Contacts
General Media:
Samantha
Golinski, Vice President, Public Affairs & Global
Communications, +1-438-805-5856, samantha.golinski@cae.com
Investor Relations:
Andrew Arnovitz, Senior Vice
President, Investor Relations and Enterprise Risk Management,
+1-514-734-5760, andrew.arnovitz@cae.com
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SOURCE CAE Inc.