Stock Market Symbols
GIB.A (TSX)
GIB (NYSE)
cgi.com/newsroom
MONTRÉAL, Feb. 2, 2022 /CNW
Telbec/ – CGI (TSX: GIB.A) (NYSE: GIB) 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 24,
2022, there were 216,915,512 Class A Shares outstanding, of
which approximately 87% were widely held (representing a public
float of 187,819,817 Class A Shares as calculated in accordance
with the rules of the TSX).
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 18,781,981 Class A Shares,
representing approximately 10% of the Company's public float as of
the close of business on January 24,
2022. The average daily trading volume of the Class A Shares
on the TSX for the six-month period ended December 31, 2021 was 359,459 (the "ADTV").
Consequently, and in accordance with the requirements of the TSX,
the daily purchase limit under the NCIB on the TSX will be 89,864
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.
Repurchases of Class A Shares may commence on February 6, 2022 and will end on the earlier of
February 5, 2023 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, 2021 and will end on February 5, 2022, the Company received the
approval of the TSX to repurchase for cancellation up to
19,184,831 Class A Shares. As at January 24, 2022, CGI has purchased 11,518,331
Class A Shares by means of open market transactions, through the
facilities of the TSX, other markets 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 $101.86 per Class A
Share, for a total consideration of $1,173,222,997.
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 82,000 consultants and professionals across the globe, CGI
delivers an end-to-end portfolio of capabilities, from strategic IT
and business consulting to systems integration, managed IT and
business process 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. CGI Fiscal 2021
reported revenue is $12.13 billion
and 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, other external risks (such as
pandemics) 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 and
other tax programs, our ability to negotiate favourable contractual
terms, to deliver our services and to collect receivables, the
reputational and financial risks attendant to cybersecurity
breaches and other incidents, and financial risks such as liquidity
needs and requirements, maintenance of financial ratios, and
changes in creditworthiness and credit ratings; 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). For a discussion of risks in response to the
coronavirus (COVID-19) pandemic, see Pandemic risks in
section 10.1.1. of our annual MD&A and section 8.1.1. of our
quarterly MD&A. 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 Inc.