MONTRÉAL, Jan. 30, 2019
/PRNewswire/ - CGI (TSX: GIB.A) (NYSE: GIB) (the "Company" or
"CGI") announced today that its Board of Directors has authorized
the renewal of its Normal Course Issuer Bid ("NCIB"), subject to
approval by the Toronto Stock Exchange (the "TSX").
CGI's management and Board of Directors believe that the
purchase for cancellation of the Company's Class A subordinate
voting shares ("Class A Shares") is a proper use of funds, and the
NCIB will provide the flexibility to purchase Class A Shares from
time to time as the Company considers it advisable, as part of its
efforts to increase shareholder value.
At the close of business on January 23,
2019, there were 245,507,015 Class A Shares outstanding, of
which approximately 82% were widely held (representing a public
float of 201,004,992 Class A Shares for TSX purposes).
Under the terms of the NCIB, subject to TSX approval, the
Company may purchase for cancellation on the open market through
the facilities of the TSX and the New York Stock Exchange and
through alternative trading systems, as well as outside the
facilities of the TSX pursuant to exemption orders issued by
securities regulators, up to 20,100,499 Class A Shares,
representing approximately 10% of the Company's public float as of
the close of business on January 23,
2019. The average daily trading volume of the Class A Shares
on the TSX for the six-month period ended December 31, 2018 was 526,283 (the "ADTV").
Consequently, and in accordance with the requirements of the TSX,
the daily purchase limit under the NCIB on the TSX will be 131,570
Class A Shares, representing 25% of the ADTV. All Class A Shares
will be purchased at their market price at the time of acquisition,
except for purchases effected outside the facilities of the TSX
pursuant to exemption orders issued by securities regulators which
will be at a discount to the market price as provided in such
exemption orders. All Class A Shares purchased under the NCIB will
be cancelled.
Purchases of Class A Shares may commence on February 6, 2019 and will end on the earlier of
February 5, 2020 or the date on which the Company has either
acquired the maximum number of Class A Shares allowable under
the NCIB or otherwise decided not to make any further purchases for
cancellation under it.
Under its current NCIB that commenced on February 6, 2018 and will end on February 5, 2019, the Company received the
approval of the TSX to repurchase for cancellation up to 20,595,539
Class A Shares. As at January 23,
2019, CGI has purchased 15,853,379 Class A Shares by means
of open market transactions, through the facilities of the TSX and
through alternative trading systems, and by way of private
agreements under issuer bid exemption orders issued by securities
regulators, at a weighted average price of $78.77 per Class A Share, for a total
consideration of $1,248,769,142.
CGI has implemented an automatic share purchase plan with its
designated broker in connection with the NCIB in order to allow, if
deemed advisable by the Company, for share purchases for
cancellation during self-imposed blackout periods.
About CGI
Founded in 1976, CGI is among the largest
independent IT and business consulting services firms in the world.
With approximately 74,000 professionals across the globe, CGI
delivers an end-to-end portfolio of capabilities, from IT and
business consulting to systems integration, outsourcing services
and intellectual property solutions. CGI works with clients through
a local relationship model complemented by a global delivery
network that helps clients digitally transform their organizations
and accelerate results. With annual revenue of C$11.5 billion, CGI shares are listed on the TSX
(GIB.A) and the NYSE (GIB). Learn more at cgi.com.
Forward-looking information and statements
This press release contains "forward-looking information" within
the meaning of Canadian securities laws and "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and other applicable
United States safe harbours. All
such forward-looking information and statements are made and
disclosed in reliance upon the safe harbour provisions of
applicable Canadian and United
States securities laws. Forward-looking information and
statements include all information and statements regarding CGI's
intentions, plans, expectations, beliefs, objectives, future
performance, and strategy, as well as any other information or
statements that relate to future events or circumstances and which
do not directly and exclusively relate to historical facts.
Forward-looking information and statements often but not always use
words such as "believe", "estimate", "expect", "intend",
"anticipate", "foresee", "plan", "predict", "project", "aim",
"seek", "strive", "potential", "continue", "target", "may",
"might", "could", "should", and similar expressions and variations
thereof. These information and statements are based on our
perception of historic trends, current conditions and expected
future developments, as well as other assumptions, both general and
specific, that we believe are appropriate in the circumstances.
Such information and statements are, however, by their very nature,
subject to inherent risks and uncertainties, of which many are
beyond the control of CGI, and which give rise to the possibility
that actual results could differ materially from our expectations
expressed in, or implied by, such forward-looking information or
forward-looking statements. These risks and uncertainties include
but are not restricted to: risks related to the market such as the
level of business activity of our clients, which is affected by
economic and political conditions, and our ability to negotiate new
contracts; risks related to our industry such as competition and
our ability to attract and retain qualified employees, to develop
and expand our services, to penetrate new markets, and to protect
our intellectual property rights; risks related to our business
such as risks associated with our growth strategy, including the
integration of new operations, financial and operational risks
inherent in worldwide operations, foreign exchange risks, income
tax laws, our ability to negotiate favorable contractual terms, to
deliver our services and to collect receivables, and the
reputational and financial risks attendant to cybersecurity
breaches and other incidents; as well as other risks identified or
incorporated by reference in this press release, in CGI's annual
and quarterly MD&A and in other documents that we make public,
including our filings with the Canadian Securities Administrators
(on SEDAR at www.sedar.com) and the U.S. Securities and Exchange
Commission (on EDGAR at www.sec.gov). Unless otherwise
stated, the forward-looking information and statements contained in
this press release are made as of the date hereof and CGI disclaims
any intention or obligation to publicly update or revise any
forward-looking information or forward-looking statements, whether
as a result of new information, future events or otherwise, except
as required by applicable law. While we believe that our
assumptions on which these forward-looking information and
forward-looking statements are based were reasonable as at the date
of this press release, readers are cautioned not to place undue
reliance on these forward-looking information or statements.
Furthermore, readers are reminded that forward-looking information
and statements are presented for the sole purpose of assisting
investors and others in understanding our objectives, strategic
priorities and business outlook as well as our anticipated
operating environment. Readers are cautioned that such information
may not be appropriate for other purposes. Further information on
the risks that could cause our actual results to differ
significantly from our current expectations may be found in the
section titled "Risk Environment" of CGI's annual and quarterly
MD&A, which is incorporated by reference in this cautionary
statement. We also caution readers that the above-mentioned risks
and the risks disclosed in CGI's annual and quarterly MD&A and
other documents and filings are not the only ones that could affect
us. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial could also have a material
adverse effect on our financial position, financial performance,
cash flows, business or reputation.
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SOURCE CGI Group Inc.