Canada Goose Announces Renewal of Normal Course Issuer Bid
19 Novembro 2024 - 6:30PM
Business Wire
Canada Goose Holdings Inc. (NYSE, TSX:GOOS) today announced that
the Toronto Stock Exchange (“TSX”) has approved the renewal
of its normal course issuer bid (the “NCIB”). The NCIB as
renewed provides for the purchase for cancellation of up to
4,556,841 subordinate voting shares of Canada Goose over the
twelve-month period commencing on November 22, 2024 and ending no
later than November 21, 2025. This represents approximately 10% of
the 45,568,419 subordinate voting shares comprising the public
float (the “Public Float”) determined in accordance with TSX
requirements as at November 8, 2024. As at November 8, 2024, there
were 45,800,210 subordinate voting shares issued and
outstanding.
Canada Goose currently believes that the purchase of the
Company’s subordinate voting shares under the NCIB is an
appropriate and desirable use of available excess cash on hand, as
part of its broader capital allocation strategy.
The NCIB will be conducted through the facilities of the TSX and
the New York Stock Exchange (“NYSE”) or alternative trading
systems in Canada and the United States, if eligible, and will
conform to their regulations. Subordinate voting shares will be
acquired under the NCIB at the market price plus brokerage fees.
Purchases under the NCIB will be made by means of open market
transactions or such other means as a securities regulatory
authority may permit. In the event that the Company acquires
subordinate voting shares by other means as a securities regulatory
authority may permit, the purchase price of the subordinate voting
shares may be different than the market price of the subordinate
voting shares at the time of the acquisition. Purchases made under
an issuer bid exemption order will be at a discount to the
prevailing market price as per the terms of the order. Furthermore,
under the NCIB, Canada Goose may make, once per week, a block
purchase (as such term is defined in the TSX Company Manual) at
market price, in accordance with TSX rules. Canada Goose will
otherwise be allowed to purchase daily, through the facilities of
the TSX, a maximum of 59,195 subordinate voting shares representing
25% of the average daily trading volume of 236,781 subordinate
voting shares, as calculated per the TSX rules for the six-month
period starting on May 1, 2024 and ending on October 31, 2024.
In connection with the NCIB, the Company also re-entered into an
automatic share purchase plan (“ASPP”) with the designated
broker responsible for the NCIB, allowing for the purchase of
subordinate voting shares under the NCIB at times when Canada Goose
would ordinarily not be permitted to purchase its securities due to
regulatory restrictions and customary self-imposed blackout
periods. Pursuant to the ASPP, before entering into a blackout
period, the Company may, but is not required to, instruct the
designated broker to make purchases under the NCIB in accordance
with certain purchasing parameters. Such purchases will be made by
the designated broker based on such purchasing parameters, without
further instructions by Canada Goose, in compliance with the rules
of the TSX, applicable securities laws and the terms of the ASPP.
The ASPP has been pre-cleared by the TSX and will be implemented
concurrently with the initiation of the NCIB.
Pursuant to exemptive relief granted by the Ontario Securities
Commission (“OSC”) to the Company on January 25, 2022,
Canada Goose is allowed to purchase up to 10% of its Public Float
through the facilities of the NYSE and other U.S.-based trading
systems as part of any NCIB implemented in the 36 months following
the date of the decision, and will therefore not be limited on such
trading platforms to purchasing 5% of its outstanding subordinate
voting shares at the beginning of any 12-month period as Canadian
securities laws would otherwise provide. A copy of the decision
from the OSC has been filed under Canada Goose’s SEDAR+ profile at
www.sedarplus.ca.
Under the Company’s existing NCIB for the 12-month period
beginning on November 22, 2023 and ending on November 21, 2024,
Canada Goose is authorised to repurchase up to 4,980,505
subordinate voting shares, or 10% of its Public Float as at
November 10, 2023. As at November 8, 2024, the Company had
repurchased 3,586,124 of its subordinate voting shares at weighted
average purchase price per subordinate voting share of CAD$15.8736
through the facilities of the TSX and the NYSE.
About Canada Goose
Canada Goose is a performance luxury outerwear, apparel,
footwear and accessories brand that inspires all people to thrive
in the world outside. We are globally recognized for our commitment
to Canadian manufacturing and our high standards of quality,
craftsmanship and functionality. We believe in the power of
performance, the importance of experience, and that our purpose is
to keep the planet cold and the people on it warm. For more
information, visit www.canadagoose.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements,
including statements relating to the NCIB and the ASPP, and the
intended purchase for cancellation of subordinate voting shares of
the Company thereunder. These forward-looking statements generally
can be identified by the use of words such as “believe,” “could,”
“continue,” “expect,” “estimate,” “may,” “potential,” “would,”
“will,” and other words of similar meaning. Each forward-looking
statement contained in this press release is subject to substantial
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statement.
Applicable risks and uncertainties include, among others, the
impact on our operations of the current global economic conditions
and their evolution and are discussed under “Cautionary Note
regarding Forward-Looking Statements” and “Factors Affecting our
Performance” in our interim and annual Management's Discussion and
Analysis ("MD&A") as well as under “Risk Factors” in our Annual
Report on Form 20-F for the year ended March 31, 2024. You are also
encouraged to read our filings with the SEC, available at
www.sec.gov, and our filings with Canadian securities regulatory
authorities available on SEDAR+ at www.sedarplus.ca for a
discussion of these and other risks and uncertainties. Investors,
potential investors, and others should give careful consideration
to these risks and uncertainties. We caution investors not to rely
on the forward-looking statements contained in this press release
when making an investment decision in our securities. The
forward-looking statements in this press release speak only as of
the date of this release, and we undertake no obligation to update
or revise any of these statements. For greater certainty,
references herein to “forward-looking statements” include
“forward-looking information” within the meaning of Canadian
securities laws.
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