Air Canada today announced that it has renewed its normal course issuer bid for its Class A variable voting shares and Class B voting shares (collectively the “Shares”), authorizing, between May 31, 2018 and May 30, 2019, the purchase of up to 24,040,243 Shares, representing 10 per cent of the public float of 240,402,432 Shares as at May 17, 2018 (the “Issuer Bid”). Air Canada received approval from the Toronto Stock Exchange (“TSX”) for the renewal of its Issuer Bid.
The renewal will follow on the conclusion of Air Canada’s current normal course issuer bid expiring May 30, 2018 and pursuant to which Air Canada was authorized to purchase up to 22,364,183 Shares. Since May 31, 2017, Air Canada has purchased and cancelled a total of 2,559,836 Shares through open market transactions on the TSX, representing approximately 1 per cent of the public float as at May 17, 2017, at a volume-weighted average Share price of approximately $23.72 for an aggregate consideration of $60,715,526. As at May 17, 2018, a total of 272,406,974 Shares were issued and outstanding.
In connection with the renewal of its Issuer Bid, Air Canada has renewed its automatic share purchase plan (the “Plan”) with its designated broker to facilitate the purchase of Shares under the Issuer Bid at times when Air Canada would ordinarily not be permitted to purchase its Shares due to regulatory restrictions or self-imposed blackout periods. Air Canada self-imposes regular blackouts during the period commencing fifteen days prior to the end of each fiscal quarter to and including two trading days after the public announcement of Air Canada’s quarterly or annual financial results. Pursuant to the Plan, before entering a blackout period, Air Canada may, but is not required to, instruct the designated broker to make purchases under the Issuer Bid based on parameters established by Air Canada. Such purchases will be determined by the designated broker based on Air Canada’s parameters in accordance with the rules of the TSX, applicable securities laws and the terms of the Plan. The Plan has been pre-cleared by the TSX and will be implemented effective May 31, 2018.
Air Canada believes that, from time to time, the market price of its Shares may not fully reflect the underlying value of its business and future prospects. In such circumstances, Air Canada may purchase for cancellation outstanding Shares, thereby benefitting all shareholders by increasing the underlying value of the remaining Shares.
Air Canada is authorized to make purchases under its Issuer Bid during the period from May 31, 2018 to May 30, 2019 in accordance with the requirements of the TSX. Purchases will be made by means of open market transactions on the TSX or alternative trading systems, if eligible, or such other means as securities regulatory authorities may permit, including pre-arranged crosses, exempt offers and private agreements under an issuer bid exemption order issued by a securities regulatory authority. The price to be paid by Air Canada for any Share will be the market price at the time of acquisition, plus brokerage fees, or such other price as the TSX may permit. Any purchases made under an issuer bid exemption order would be at a discount to the prevailing market price of the Shares in accordance with the terms of the order.
The average daily trading volume of Air Canada’s Shares was 1,372,876 Shares over the period between November 1, 2017 and April 30, 2018. Consequently, under TSX rules, Air Canada is allowed under its renewed Issuer Bid to purchase daily, through the facilities of the TSX, a maximum of 343,219 Shares representing 25 per cent of the average daily trading volume, as calculated per the TSX rules. In addition, Air Canada may make, once per week, a block purchase of Shares not directly or indirectly owned by insiders of Air Canada, in accordance with TSX rules. All Shares purchased pursuant to the Issuer Bid are cancelled.