Stock Market Symbols
GIB.A (TSX)
GIB (NYSE)
cgi.com/newsroom
MONTRÉAL, Feb. 1, 2023
/PRNewswire/ - 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,
2023, there were 211,962,333 Class A Shares outstanding, of
which approximately 89% were widely held (representing a public
float of 187,693,946 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 (the
"NYSE") and through alternative trading systems in Canada, as well as outside the facilities of
the TSX pursuant to exemption orders issued by securities
regulators, up to 18,769,394 Class A Shares, representing
approximately 10% of the Company's public float as of the close of
business on January 24, 2023. The
average daily trading volume of the Class A Shares on the TSX for
the six-month period ended December 31,
2022 was 325,910 (the "ADTV"). Consequently, and in
accordance with the requirements of the TSX, the daily purchase
limit under the NCIB on the TSX will be 81,477 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 under the renewed NCIB may
commence on February 6, 2023 and will
end on the earlier of February 5, 2024 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, 2022 and will end on February 5, 2023, the Company received the
approval of the TSX to repurchase for cancellation up to 18,781,981
Class A Shares. As at January 24,
2023, CGI has repurchased 6,449,173 Class A Shares by means
of open market transactions, through the facilities of the TSX,
other markets and through alternative trading systems in
Canada, and by way of private
agreements under issuer bid exemption orders issued by securities
regulators, at a weighted average price of $101.84 per Class A Share, for a total
consideration of $656,763,789.
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 90,250
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 2022
reported revenue is $12.87 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, additional external risks (such
as pandemics, armed conflict, climate-related issues and inflation)
and our ability to negotiate new contracts; risks related to our
industry such as competition and our ability 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 attract and retain
qualified employees, to negotiate favourable contractual terms, to
deliver our services and to collect receivables, to disclose,
manage and implement environmental, social and governance (ESG)
initiatives and standards, as well as 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, interest rate
fluctuations and the discontinuation of major interest rate
benchmarks and changes 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). 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.