MONTREAL, May 31, 2018 /CNW Telbec/ - SNC-Lavalin Group
Inc. (TSX: SNC) announces today that its Board of Directors has
filed a notice to renew, for a 12-month period, its normal course
issuer bid, which will expire on June 5,
2018. In the notice, SNC-Lavalin Group Inc. ("the Company")
states that a maximum of 1,500,000 Common Shares, representing less
than 1% of the issued and outstanding Common Shares as of
May 23, 2018, may be purchased for
cancellation, subject to Toronto Stock Exchange approval. As of
May 23, 2018, the Company had
175,531,055 Common Shares issued and outstanding, 149,002,871 of
which made up the public float. 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 may make purchases to offset
dilution arising from the issuance of Common Shares under
security-based compensation arrangements of the Company or for
other corporate purposes.
The timing and amount of purchases under the normal course
issuer bid are subject to management discretion based on factors
such as market conditions. These purchases are to be made through
the facilities of the Toronto Stock Exchange and/or alternative
trading systems, in accordance with the Toronto Stock Exchange's
policy on normal course issuer bids, or otherwise as may be
permitted by applicable securities laws and regulations. The price
the Company will pay for any Common Shares will be the market price
at the time of acquisition, plus brokerage fees, for purchases
effected through the facilities of the Toronto Stock Exchange or
alternative trading platforms.
During the period that the normal course issuer bid is
outstanding, the Company 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 by securities regulatory
authorities from time to time and as applicable, including block
purchases of Common Shares. The Company may also purchase shares
privately from time to time after obtaining exemption orders from
applicable securities regulatory authorities. Any such private
purchase made under an exemption order issued by a securities
regulatory authority will be at a discount from the prevailing
market price, as provided in the exemption order.
Purchases may commence on June 6,
2018 and will terminate no later than June 5, 2019. Certain directors and senior
officers of the Company may sell securities of the Company during
the course of the normal course issuer bid.
The average daily trading volume of the Company's Common Shares
through the facilities of the Toronto Stock Exchange over the last
six completed calendar months was 348,353 ("ADTV"). Accordingly,
under the Toronto Stock Exchange Rules and policies, the Company is
entitled on any trading day to purchase up to 25% of the ADTV,
which totals 87,088 Common Shares, for the next 12-month period of
the normal course issuer bid. In excess of the daily 87,088
repurchase limit, the Company 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 Toronto Stock Exchange
Rules.
Under its current normal course issuer bid that commenced on
June 6, 2017 and will end on
June 5, 2018, the Company received
the approval of the Toronto Stock Exchange to purchase for
cancellation a maximum of 1,500,000 Common Shares. During the
period from June 6, 2017 to
May 23, 2018 inclusively, the Company
did not purchase any of its Common Shares.
About SNC-Lavalin
Founded in 1911,
SNC-Lavalin is a global fully integrated professional services and
project management company and a major player in the ownership of
infrastructure. From offices around the world, SNC-Lavalin's
employees are proud to build what matters. Our teams provide
comprehensive end-to-end project solutions – including capital
investment, consulting, design, engineering, construction,
sustaining capital and operations and maintenance – to clients
across oil and gas, mining and metallurgy, infrastructure, clean
power, nuclear and EDPM (engineering design and project
management). On July 3, 2017,
SNC-Lavalin acquired Atkins, one of the world's most respected
design, engineering and project management consultancies, which has
been integrated into our sectors. www.snclavalin.com
Forward-Looking Statements
Reference in this press
release, and hereafter, to the "Company" or to "SNC-Lavalin" means,
as the context may require, SNC-Lavalin Group Inc. and all or some
of its subsidiaries or joint arrangements, or SNC-Lavalin Group
Inc. or one or more of its subsidiaries or joint
arrangements.
Statements made in this press release that describe the
Company's or management's budgets, estimates, expectations,
forecasts, objectives, predictions, projections of the future or
strategies may be "forward-looking statements", which can be
identified by the use of the conditional or forward-looking
terminology such as "aims", "anticipates", "assumes", "believes",
"cost savings", "estimates", "expects", "goal", "intends", "may",
"plans", "projects", "should", "synergies", "target", "vision",
"will", or the negative thereof or other variations thereon.
Forward-looking statements also include any other statements that
do not refer to historical facts. Forward-looking statements also
include statements relating to the following: i) future capital
expenditures, revenues, expenses, earnings, economic performance,
indebtedness, financial condition, losses and future prospects; and
ii) business and management strategies and the expansion and growth
of the Company's operations. Specifically, there can be no
assurance as to how many shares, if any, will ultimately be
acquired by the Company under its normal course issuer bid. All
such forward-looking statements are made pursuant to the
"safe-harbour" provisions of applicable Canadian securities laws.
The Company cautions that, by their nature, forward-looking
statements involve risks and uncertainties, and that its actual
actions and/or results could differ materially from those expressed
or implied in such forward-looking statements, or could affect the
extent to which a particular projection materializes.
Forward-looking statements are presented for the purpose of
assisting investors and others in understanding certain key
elements of the Company's current objectives, strategic priorities,
expectations and plans, and in obtaining a better understanding of
the Company's business and anticipated operating environment.
Readers are cautioned that such information may not be appropriate
for other purposes.
Forward-looking statements made in this press release are
based on a number of assumptions believed by the Company to be
reasonable as at the date hereof. The assumptions are set out
throughout the Company's 2017 MD&A, particularly in the
sections entitled "Critical Accounting Judgments and Key Sources of
Estimation Uncertainty" and "How We Analyze and Report our
Results", and as updated in the first quarter 2018 MD&A. If
these assumptions are inaccurate, the Company's actual results
could differ materially from those expressed or implied in such
forward-looking statements. In addition, important risk factors
could cause the Company's assumptions and estimates to be
inaccurate and actual results or events to differ materially from
those expressed in or implied by these forward-looking statements.
These risks include, but are not limited to: (a) the outcome of
pending and future claims and litigation could have a material
adverse impact on the Company's business, financial condition and
results of operation; (b) on February 19,
2015, the Company was charged with one count of corruption
under the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA") and one count of fraud
under the Criminal Code (Canada),
and is also subject to other ongoing investigations which could
subject the Company to criminal and administrative enforcement
actions, civil actions and sanctions, fines and other penalties,
some of which may be significant. These charges and investigations,
and potential results thereof, could harm the Company's reputation,
result in suspension, prohibition or debarment of the Company from
participating in certain projects, reduce its revenues and net
income and adversely affect its business; (c) further regulatory
developments could have a significant adverse impact on the
Company's results, and employee, agent or partner misconduct or
failure to comply with anti-bribery and other government laws and
regulations could harm the Company's reputation, reduce its
revenues and net income, and subject the Company to criminal and
administrative enforcement actions and civil actions; (d) a
negative impact on the Company's public image could influence its
ability to obtain future projects; (e) fixed-price contracts or the
Company's failure to meet contractual schedule or performance
requirements or to execute projects efficiently may increase the
volatility and unpredictability of its revenue and profitability;
(f) the Company's revenue and profitability are largely dependent
on the awarding of new contracts, which it does not directly
control, and the uncertainty of contract award timing could have an
adverse effect on the Company's ability to match its workforce size
with its contract needs; (g) the Company's remaining performance
obligations are subject to unexpected adjustments and
cancellations, including under "termination for convenience"
provisions, and does not represent a guarantee of the Company's
future revenues or profitability; (h) SNC-Lavalin is a provider of
services to government agencies and is exposed to risks associated
with government contracting; (i) the Company's international
operations are exposed to various risks and uncertainties,
including unfavourable political environments, weak foreign
economies and the exposure to foreign currency risk; (j) there are
risks associated with the Company's ownership interests in Capital
investments that could adversely affect it; (k) the Company is
dependent on third parties to complete many of its contracts; (l)
the Company's use of joint ventures and partnerships exposes it to
risks and uncertainties, many of which are outside of the Company's
control; (m) the competitive nature of the markets in which the
Company does business could adversely affect it; (n) the Company's
project execution activities may result in professional liability
or liability for faulty services; (o) the Company could be subject
to monetary damages and penalties in connection with professional
and engineering reports and opinions that it provides; (p) the
Company may not have in place sufficient insurance coverage to
satisfy its needs; (q) the Company's employees work on projects
that are inherently dangerous and a failure to maintain a safe work
site could result in significant losses and/or an inability to
obtain future projects; (r) the Company's failure to attract and
retain qualified personnel could have an adverse effect on its
activities; (s) work stoppages, union negotiations and other labour
matters could adversely affect the Company; (t) the Company relies
on information systems and data in its operations. Failure in the
availability or security of the Company's information systems or in
data security could adversely affect its business, financial
condition and results of operations; (u) any acquisition or other
investment may present risks or uncertainties; (v) divestitures and
the sale of significant assets may present risks or uncertainties;
(w) increased indebtedness as a result of the Atkins Acquisition; *
dependence on subsidiaries to help repay indebtedness as a result
of the Atkins Acquisition; (y) security under the SNC-Lavalin
Highway Holdings Loan being called at an inopportune time; (z)
ability to pay dividends; (aa) Atkins' pension-related obligations;
(bb) a deterioration or weakening of the Company's financial
position could have a material adverse effect on its business and
results of operations; (cc) the Company may have significant
working capital requirements, which if unfunded could negatively
impact its business, financial condition and cash flows; (dd) an
inability of SNC-Lavalin's clients to fulfill their obligations on
a timely basis could adversely affect the Company; (ee) the Company
may be required to impair certain of its goodwill, and it may also
be required to write down or write off the value of certain of its
assets and investments, either of which could have a material
adverse impact on the Company's results of operations and financial
condition; (ff) global economic conditions could affect the
Company's client base, partners, subcontractors and suppliers and
could materially affect its remaining performance obligations,
revenues, net income and ability to secure and maintain financing;
(gg) fluctuations in commodity prices may affect clients'
investment decisions and therefore subject the Company to risks of
cancellation, delays in existing work, or changes in the timing and
funding of new awards, and may affect the costs of the Company's
projects; (hh) inherent limitations to the Company's control
framework could result in a material misstatement of financial
information; and; (ii) environmental laws and regulations expose
the Company to certain risks, could increase costs and liabilities
and impact demand for the Company's services. The Company cautions
that the foregoing list of factors is not exhaustive. For more
information on risks and uncertainties, and assumptions that could
cause the Company's actual results to differ from current
expectations, please refer to the sections "Risks and
Uncertainties", "How We Analyze and Report Our Results" and
"Critical Accounting Judgments and Key Sources of Estimation
Uncertainty" in the Company's 2017 MD&A and as updated in the
first quarter 2018 MD&A.
The forward-looking statements herein reflect the Company's
expectations as at the date of this press release and are subject
to change after this date. The Company does not undertake to update
publicly or to revise any such forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required by applicable legislation or regulation.
SNC-Lavalin's Management's Discussion and Analysis and other
relevant financial materials are available in the Investors section
of the Company's website at www.snclavalin.com. These and other
Company reports are also available on the website maintained by the
Canadian Securities regulators at
www.sedar.com.
SOURCE SNC-Lavalin