NuVista Receives TSX Approval for Normal Course Issuer Bid and Announces Credit Facility Renewal with Sustainability Linked Performance Features
June 09 2022 - 5:00PM
NuVista Energy Ltd. (TSX:NVA, "NVA" or the "Corporation") announces
that the Toronto Stock Exchange (the "TSX") has approved the
commencement of a normal course issuer bid (the “NCIB”) and the
renewal and extension of the Corporation’s $440 million credit
facility; which has been amended to include the incorporation of
sustainability linked performance targets and hence converted into
a sustainability linked loan (the “SLL Credit Facility”).
Normal Course Issuer Bid
Pursuant to the NCIB, NuVista will purchase for
cancellation, from time to time, as it considers advisable, up to a
maximum of 18,190,261 common shares of the Corporation. The NCIB
will become effective on June 14, 2022 and will terminate on June
13, 2023 or such earlier time as the NCIB is completed or
terminated at the option of NuVista.
NuVista's intention to launch a share buyback
program is consistent with its strategy to continue its disciplined
growth concurrently with continuing with net debt reduction and the
commencement of capital return to shareholders. The Corporation
currently believes that the best method for return of capital to
shareholders is through share repurchases under the NCIB.
The maximum number of common shares to be
purchased pursuant to the NCIB represents 10% of the public float,
as of May 31, 2022. Purchases pursuant to the NCIB will be made on
the open market through the facilities of the TSX and/or
alternative trading systems. The number of common shares that can
be purchased pursuant to the NCIB is subject to a daily maximum of
335,363 common shares (which is equal to 25% of the average daily
trading volume of 1,341,453 from December 1, 2021 to May 31, 2022)
with the exception that one block purchase in excess of the daily
maximum is permitted per calendar week. The price that NuVista will
pay for any common shares under the NCIB will be the prevailing
market price on the TSX at the time of such purchase. A copy of the
Form 12 Notice of Intention to Make a Normal Course Issuer Bid
filed by the Corporation with the TSX can be obtained from the
Corporation upon request without charge. In addition, under the SLL
Credit Facility, NuVista may not purchase common shares under the
NCIB if: (i) the Corporation's proforma Senior Debt to EBITDA (each
as defined in the SLL Credit Facility) for the next twelve months
exceeds a specified ratio; or (ii) NuVista's proforma drawings
under the SLL Credit Facility exceed a threshold dollar amount.
Under the Corporation's current forecasts, NuVista expects to
satisfy both conditions in the SLL Credit Facility for the purchase
of common shares under the NCIB.
NuVista has entered into an automatic share
purchase plan ("ASPP") with Peters & Co. Limited ("Peters &
Co.") in order to facilitate repurchases of its common shares.
Under the Corporation's ASPP, Peters & Co. may repurchase
shares under the normal course issuer bid during the Corporation's
self-imposed blackout periods. Purchases will be made by Peters
& Co. based upon the parameters prescribed by the TSX and
applicable securities laws and the terms of the plan and the
parties' written agreement. Outside of these blackout periods,
common shares may be purchased under the NCIB in accordance with
management's discretion.
As of the close of business on May 31, 2022, the
Corporation had 230,748,703 common shares issued and outstanding
and a public float of 181,902,614 common shares. All common shares
acquired under the NCIB will be cancelled.
This news release does not constitute an
offer to sell, or a solicitation of an offer to buy, any security
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful.
Credit Facility Incorporates
Sustainability Linked Performance Features
The conversion of the Corporation's credit
facility to a sustainability-linked loan (“SLL”) allows us to link
our performance on key sustainability themes to our borrowing
costs, whereby rates increase or decrease depending on whether we
meet or miss the established annual sustainability performance
targets ("SPTs") related to:
- A reduction of Scope 1 & 2 GHG Intensity;
- Increased spending on Asset Retirement Obligations, over and
above the minimum Alberta Energy Regulator established regulations
as well as the number of well sites moved through the assessment
and remediation process; and
- Gender diversity at the Board of Directors level.
Successfully achieving these SPTs will result in
a decrease to the ongoing costs of the SLL Facility, and
conversely, NuVista will incur an increase to the ongoing costs if
it fails to meet the SPTs. The SPTs are important to our business
plan and corporate values while demonstrating our continuing
commitment to the environment.
The SLL Credit Facility was structured in
collaboration with CIBC and RBC as Co-Sustainability Structuring
Agents. CIBC acted as Sole Bookrunner, Administrative Agent and
Co-Sustainability Structuring Agent; while RBC acted as
Co-Syndicate Agent and Co-Sustainability Structuring Agent for the
transaction.
About NuVista
NuVista is an oil and natural gas company
actively engaged in the exploration for, and the development and
production of, oil and natural gas reserves in the province of
Alberta. NuVista’s primary focus is on the scalable and repeatable
condensate-rich Montney formation in the Pipestone and Wapiti areas
of the Alberta Deep Basin. This play has the potential to create
significant shareholder value due to the high-value condensate
volumes associated with the natural gas production and the large
scope of this resource play. The common shares of NuVista trade on
the TSX under the symbol NVA. Learn more at
www.nuvistaenergy.com
Forward-Looking Information
This news release contains certain
forward-looking information and statements within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "may", "will", "project",
"should", "believe", "plans", "intends" “forecast” and similar
expressions are intended to identify forward-looking information or
statements. In particular, and without limiting the foregoing, this
news release contains forward-looking statements with respect to
NuVista's intentions with respect to the NCIB, including the return
of capital to shareholders, the timing for beginning purchases of
common shares under the NCIB, the effects of repurchases of common
shares under the NCIB, the anticipated effects of the SLL, and
NuVista's ability to achieve the SPTs and anticipated outcomes
thereof. Forward-looking statements or information are based on a
number of material factors, expectations or assumptions of NuVista
which have been used to develop such statements and information but
which may prove to be incorrect. Although NuVista believes that the
expectations reflected in such forward-looking statements or
information are reasonable, undue reliance should not be placed on
forward-looking statements because NuVista can give no assurance
that such expectations will prove to be correct. The
forward-looking information and statements contained in this news
release speak only as of the date of this news release, and NuVista
does not assume any obligation to publicly update or revise any of
the included forward-looking statements or information, whether as
a result of new information, future events or otherwise, except as
may be required by applicable securities laws.
FOR FURTHER INFORMATION
CONTACT:
|
Jonathan A. Wright |
Ross L. Andreachuk |
Mike J. Lawford |
|
President and CEO |
VP, Finance and CFO |
Chief Operating Officer |
|
(403) 538-8501 |
(403) 538-8539 |
(403) 538-1936 |
NuVista Energy (TSX:NVA)
Historical Stock Chart
From Oct 2024 to Nov 2024
NuVista Energy (TSX:NVA)
Historical Stock Chart
From Nov 2023 to Nov 2024