Company Website:
http://www.nutrien.com
SASKATOON, Saskatchewan -- (Business Wire)
Nutrien Ltd. (Nutrien) announced today that its Board of Directors has
approved, subject to regulatory approval, an increase to the share
repurchase program through its previously announced normal course issuer
bid (NCIB) expiring on February 22, 2019, raising the maximum number of
shares that may be acquired under the NCIB to 50,363,686 common shares,
or approximately 8 percent of outstanding shares. The increase would
allow for the repurchase and cancellation of an additional 18,153,763
common shares. Previously, Nutrien repurchased and cancelled an initial
maximum of 32,209,923 shares. Nutrien has filed with the Toronto Stock
Exchange an amendment to its previously filed notice of intention to
make NCIB purchases in order to increase the number of common shares it
may purchase.
Nutrien’s Board of Directors has also declared a quarterly dividend of
US$0.43 per share payable April 18, 2019 to shareholders of record on
March 29, 2019.
“Today’s announcement reflects the balance sheet strength Nutrien
possesses and confidence in our integrated platform to produce strong
and growing free cash flow,” said Nutrien President and Chief Executive
Officer Chuck Magro. “We are committed to creating meaningful
shareholder value, with approximately US$2.6 billion returned so far to
shareholders in 2018 through share repurchases and dividends. At the
conclusion of the current NCIB, Nutrien intends to review the renewal of
its share repurchase program,” added Mr. Magro.
Normal Course Issuer Bid
Under the NCIB, purchases may be made through the facilities of the
Toronto Stock Exchange (TSX), the New York Stock Exchange or alternative
Canadian trading systems or as otherwise permitted by the Canadian
Securities Administrators. Nutrien has received approval of the TSX for
the NCIB. The actual number of common shares that may be purchased under
the NCIB and the timing of any such purchases will be determined by
Nutrien. Nutrien believes that, purchasing its own common shares
represents an attractive investment opportunity, is in the best
interests of the company and is consistent with Nutrien's objective of
delivering a strong return of capital to its shareholders over time. As
of February 12, 2018, being the date the NCIB was originally announced,
Nutrien had 644,198,473 common shares outstanding. Common shares
purchased under the NCIB will be cancelled.
The NCIB will be effected in accordance with the TSX's normal course
issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange
Act of 1934, which contain restrictions on the number of common shares
that may be purchased on a single day, subject to certain exceptions for
block purchases, based on the average daily trading volumes of Nutrien's
common shares on the applicable exchange. Subject to exceptions for
block purchases, Nutrien will limit daily purchases of common shares on
the TSX in connection with the NCIB to no more than 25 percent (244,293)
of the average daily trading volume of the common shares on the TSX
(977,173) during any trading day. Purchases under the NCIB will be made
through open market purchases at market price, as well as by other means
as may be permitted by applicable securities regulatory authorities,
including private agreements. Any purchases made by private agreement
under an issuer bid exemption order issued by a securities regulatory
authority will be at a discount to the prevailing market price as
provided in any exemption order. Purchases of common shares commenced on
or about February 23, 2018 and will expire on the earlier of February
22, 2019, the date on which the company has acquired the maximum number
of common shares allowable or otherwise decides not to make any further
repurchases. Nutrien is entering into an automatic purchase plan with a
broker which will enable Nutrien to provide standard instructions and
purchase common shares on the open market during self-imposed blackout
periods. Outside of these black-out periods, common shares may be
purchased in accordance with management's discretion.
Quarterly Dividend
Registered shareholders who are residents of Canada as reflected in
Nutrien's shareholders register, as well as beneficial holders (i.e.
shareholders who hold their common shares through a broker or other
intermediary) whose intermediary is a participant in CDS Clearing and
Depositary Services Inc. or its nominee, CDS & Co., will receive their
dividend in Canadian dollars, calculated based on the Bank of Canada
daily exchange rate on March 29, 2019. Registered shareholders resident
outside of Canada as reflected in Nutrien's shareholders register,
including the United States, as well as beneficial holders whose
intermediary is a participant in The Depository Trust Company or its
nominee, Cede & Co., will receive their dividend in U.S. dollars.
However, registered shareholders of Nutrien may elect to change the
currency of their dividend payments to U.S. dollars or Canadian dollars,
as applicable. In addition, Nutrien offers registered shareholders
direct deposit by electronic funds transfer for dividend payments.
Registered shareholders may elect to change the currency of their
dividend and enroll for direct deposit by contacting, Nutrien's
registrar and transfer agent, AST Trust Company (Canada), directly
(1-800-387-0825 or inquiries@astfinancial.com).
Beneficial shareholders, who hold their shares through a broker, should
contact their broker to determine the ability and necessary steps
involved in an election to change the currency of their dividend
payment. For further details, please visit www.nutrien.com/investors/shareholder-information/dividends.
All dividends paid by Nutrien are, pursuant to subsection 89(14) of the
Income Tax Act (Canada), designated as eligible dividends.
About Nutrien
Nutrien is the world’s largest provider of crop inputs and services,
playing a critical role in helping growers increase food production in a
sustainable manner. We produce and distribute over 26 million tons of
potash, nitrogen and phosphate products world-wide. With this capability
and our leading agriculture retail network, we are well positioned to
supply the needs of our customers. We operate with a long-term view and
are committed to working with our stakeholders as we address our
economic, environmental and social priorities. The scale and diversity
of our integrated portfolio provides a stable earnings base, multiple
avenues for growth and the opportunity to return capital to shareholders.
Forward-Looking Statements
Certain statements and other information included in this press
release constitute "forward-looking information" or "forward-looking
statements" (collectively, "forward-looking statements") under
applicable securities laws (such statements are usually accompanied by
words such as "anticipate", "expect", "believe", "may", "will",
"should", "estimate", "intend" or other similar words). All statements
in this press release, other than those relating to historical
information or current conditions, are forward-looking statements,
including, but not limited to Nutrien’s intention to amend its
previously announced NCIB and, if accepted by the TSX, the timing,
methods and quantity of any purchases of common shares under the NCIB.
Forward‐looking statements in this press release are based on certain
key expectations and assumptions made by Nutrien, including expectations
and assumptions concerning: Nutrien’s views with respect to its
financial condition and prospects, the stability of general economic and
market conditions, currency exchange rates and interest rates, the
availability of cash for repurchases of common shares under the NCIB,
the existence of alternative uses for Nutrien’s cash resources and
compliance with applicable laws and regulations pertaining to an NCIB.
Although Nutrien believes that the expectations and assumptions on which
such forward‐looking statements are based are reasonable, undue reliance
should not be placed on the forward‐looking statements because Nutrien
can give no assurance that they will prove to be correct.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results and experience to differ
materially from the anticipated results or expectations expressed in
this press release. The key risks and uncertainties include, but are not
limited to: Nutrien’s future capital requirements, market and general
economic conditions, demand for Nutrien’s products, and unforeseen legal
or regulatory developments and other risk factors detailed from time to
time in Nutrien reports filed with the Canadian securities regulatory
authorities and the United States Securities and Exchange Commission.
Nutrien disclaims any intention or obligation to update or revise any
forward-looking statements in this press release as a result of new
information or future events, except as may be required under applicable
U.S. federal securities laws or applicable Canadian securities
legislation or applicable U.S. federal securities laws.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181214005368/en/
Contacts:
Investor Relations:
Jeff Holzman
Senior Director,
Investor Relations
(306) 933-8545
Media Relations:
Will
Tigley
Manager, Media & Digital Communications
(403)
225-7310
www.nutrien.com
Source: Nutrien Ltd.
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