An anonymous director reports
TSX ACCEPTS NOTICE OF INTENTION TO MAKE NORMAL COURSE ISSUER BID
The Toronto Stock Exchange has accepted Magna International Inc.'s
notice of intention to make a normal course issuer bid.
Pursuant to the notice, Magna may purchase up to 20 million Magna common shares, representing approximately 9.7 per cent of its
public float. As at Nov. 6, 2014, Magna had 207,354,943 issued and
outstanding common shares, including a public float of 206,229,963
common shares. During the previous 12 months, Magna has purchased
17,645,437 common shares pursuant to a normal course issuer bid at a
weighted average purchase price of $97.70 (U.S.) per common share.
The primary purpose of the bid is purchases for cancellation, as well
as purchases to finance Magna's stock-based compensation awards or
programs, and/or Magna's obligations to its deferred profit-sharing
plans. Magna may purchase its common shares, from time to time, if it
believes that the market price of its common shares is attractive, and
that the purchase would be an appropriate use of corporate funds and in
the best interests of the corporation.
The bid will commence on Nov. 13, 2014, and will terminate no later
than Nov. 12, 2015. All purchases of common shares under the bid may be made on the TSX at the market price at the time of purchase in
accordance with the rules and policies of the TSX or on the New York
Stock Exchange in compliance with Rule 10b-18 under the U.S.
Securities Exchange Act of 1934. Purchases may also be made through
other published markets or by such other means as may be permitted by
the TSX, including by private agreement pursuant to an issuer bid
exemption order issued by a securities regulatory authority. Purchases
made by way of such private agreements under an issuer bid exemption
order will be at a discount to the prevailing market price. The rules
and policies of the TSX contain restrictions on the number of shares
that can be purchased under the bid, based on the average daily trading
volumes of the common shares on the TSX. Similarly, the safe harbour
conditions of Rule 10b-18 impose certain limitations on the number of
shares that can be purchased on the NYSE per day. As a result of such
restrictions, subject to certain exceptions for block purchases, the
maximum number of shares which can be purchased per day during the bid
on the TSX is 112,577, based on 25 per cent of the average daily trading volume
for the prior six months (being 450,307 common shares on the TSX).
Subject to certain exceptions for block purchases, the maximum number
of shares which can be purchased per day on the NYSE will be 25 per cent of the
average daily trading volume for the four calendar weeks preceding the
date of purchase. Subject to regulatory requirements, the actual number
of common shares purchased and the timing of such purchases, if any,
will be determined by Magna having regard to future price movements and
other factors. All purchases will be subject to Magna's normal trading
blackouts. Any purchases made during a blackout period will only be
made pursuant to the predefined automatic securities purchase plan the
corporation entered into with a broker on March 31, 2014.
We seek Safe Harbor.
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