Mr. Louis Tonelli reports
MAGNA ANNOUNCES NEW 10 per cent NORMAL COURSE ISSUER BID AND AUTOMATIC SHARE PURCHASE PLAN
Magna International Inc. has terminated its existing normal course issuer bid (NCIB) effective since Feb. 15, 2024, and the Toronto Stock Exchange (TSX) has accepted its notice of intention to establish a new normal course issuer bid. Pursuant to the notice, Magna may purchase up to 28.5 million Magna common shares, representing approximately 10 per cent of its public float. As at Oct. 31, 2024, Magna had 287,342,204 issued and outstanding common shares, including a public float of 286,960,792 common shares.
Magna's prior NCIB announced in February, 2024, for the purchase of up to 300,000 common shares would have expired on Feb. 14, 2025. With the approval of the TSX, the prior NCIB will now terminate at the close of trading on Nov. 6, 2024. As at the close of trading on Nov. 6, 2024, Magna had purchased 98,636 common shares under the prior NCIB at a weighted average price of $70.56 on open market through the facilities of the TSX. As a result, the 98,636 common shares purchased under the prior NCIB have been deducted from the public float in calculating the new NCIB limit, as per the requirements of the TSX.
The primary purposes of the new NCIB are purchases for cancellation, as well as purchases to finance Magna's stock-based compensation awards or programs. Magna may purchase its common shares for cancellation, 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 new NCIB will commence on Nov. 7, 2024, and will terminate no later than Nov. 6, 2025. All purchases of common shares under the new NCIB 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 (NYSE) in compliance with Rule 10b-18 under the United States Securities Exchange Act of 1934. In addition to purchases made on the open market through the facilities of the TSX and NYSE, Magna may also make purchases through alternative trading systems in Canada and the United States, and by private agreement or under a specific share repurchase program pursuant to an issuer bid exemption order issued by a securities regulatory authority. Purchases made by way of such private agreements or a specific share repurchase program 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 new NCIB, based on the average daily trading volumes of the common shares on the TSX. Similarly, the safe harbor 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 new NCIB on the TSX is 202,962, based on 25 per cent of the average daily trading volume for the prior six months of the prior NCIB (being 811,850 common shares on the TSX). Magna may reset this restriction in February, 2025, based on 25 per cent of the average daily trading volume for the six months leading up to February, 2025. 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.
In conjunction with the new NCIB, Magna has established an automatic share purchase plan with a designated broker to facilitate the purchase of common shares under the new NCIB. The plan will be implemented effective Nov. 7, 2024. Under the plan, Magna will provide instructions and strict parameters regarding how its common shares may be purchased during times when it would ordinarily not be permitted to purchase common shares due to regulatory restrictions or self-imposed blackout periods. The plan will terminate on the earliest of the date on which: (i) the purchase limit specified in the plan has been reached; (ii) the company terminates the plan in accordance with its terms, in which case Magna will issue a press release confirming such termination; and (iii) the new NCIB terminates.
About Magna International Inc.
Magna is more than one of the world's largest suppliers in the automotive space. Magna is a mobility technology company built to innovate, with a global, entrepreneurial-minded team of over 175,000 employees across 343 manufacturing operations and 107 product development, engineering and sales centres spanning 28 countries. With greater than 65 years of expertise, the company's ecosystem of interconnected products, combined with its complete vehicle expertise, uniquely positions it to advance mobility in an expanded transportation landscape.
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