North American Construction Group Ltd. Announces Share Purchase Program In Canada And The United States
06 Abril 2021 - 5:05PM
North American Construction Group Ltd. (“NACG” or “the Company”)
(TSX:NOA/NYSE:NOA) today announced that it intends to commence a
normal course issuer bid (the “NCIB”) to purchase, for
cancellation, up to 2,000,000 common shares in the capital of the
Company (“Common Shares”), which represents approximately 9.7% of
the public float (as defined in the TSX Company Manual) and
approximately 6.7% of the issued and outstanding Common Shares as
of April 6, 2021. As at April 5, 2021, the Company had 29,949,528
Common Shares issued and outstanding. In connection with the shares
purchasable under the NCIB, the Company has entered into an
automatic share purchase plan (“ASPP”) with its designated broker.
Purchases of Common Shares under the NCIB may be
made through the facilities of the Toronto Stock Exchange (“TSX”),
the New York Stock Exchange (“NYSE”) and alternative trading
systems by means of open market transactions or by such other means
as may be permitted by the TSX and under applicable securities
laws. Under the NCIB, and in order to comply with applicable
securities laws, the Company will purchase a maximum of 1,497,476
Common Shares (or approximately 5% of the issued and outstanding
voting common shares) on the NYSE and alternative trading
systems.
The Company believes that the current market
price of its Common Shares does not fully reflect their underlying
value and that current market conditions provide opportunities for
the Company to acquire Common Shares at attractive prices. In the
Company’s view, a repurchase of Common Shares would be an effective
use of its cash resources and would be in the best interests of the
Company and its shareholders. It would both enhance liquidity for
shareholders seeking to sell and provide an increase in the
proportionate interests of shareholders wishing to maintain their
positions.
The NCIB is expected to commence on or about
April 9, 2021 and will terminate no later than April 8, 2022,
provided that purchases may not be made on the NYSE until April 12,
2021. All purchases of Common Shares will be made in compliance
with applicable TSX and NYSE rules. The average daily trading
volume of the Common Shares on the TSX for the six calendar months
preceding March 31, 2021 is 97,185 Common Shares. In accordance
with the TSX rules and subject to the exemption for block
purchases, a maximum daily repurchase of 25% of this average may be
made, representing 24,296 Common Shares. The price per Common Share
will be based on the market price of such shares at the time of
purchase in accordance with regulatory requirements.
Pursuant to the ASPP, the designated broker may
purchase up to 2,000,000 Shares until the expiry of the NCIB on
April 8, 2022. Such purchases will be determined by the broker at
its sole discretion, based on the purchasing parameters set out by
the Company in accordance with the rules of the TSX, applicable
securities laws and the terms of the ASPP. Purchases of Common
Shares under the ASPP may be made through the facilities of the
TSX, the NYSE and alternative trading systems. The ASPP has been
pre-cleared by the TSX and will be effective as of April 9, 2021.
The ASPP will terminate on the earliest of the date on which: (i)
the NCIB expires; (ii) the maximum number of Common Shares have
been purchased under the NCIB; and (iii) the Company terminates the
ASPP in accordance with its terms. Concurrent with the
establishment of the ASPP, the Company has confirmed to the broker
that it was then not aware of any material undisclosed or
non-public information with respect to the Company or any
securities of the Company. During the term of the ASPP, the Company
will not communicate any material undisclosed or non-public
information to the trading staff of the broker; accordingly, the
broker may make purchases regardless of whether a trading blackout
period is in effect or whether there is material undisclosed or
non-public information about the Company at the time that purchases
are made under the ASPP. In the event that the ASPP is materially
varied, suspended or terminated, the Company will issue a news
release advising of such variation, suspension or termination, as
applicable.
The Company repurchased a total of 2,300,000
Common Shares under the NCIB it previously announced on March 9,
2020. Of those, 1,705,655 Common Shares were purchased within the
previous 12 months at a weighted average purchase price of $11.85
CDN per Common Share.
About the Company
North American Construction Group Ltd.
(www.nacg.ca) is one of Canada’s largest providers of heavy civil
construction and mining contractors. For more than 65 years, NACG
has provided services to large oil, natural gas and resource
companies.
For further information contact:Jason Veenstra,
CPA, CAChief Financial OfficerNorth American Construction Group
Ltd.(780) 948-2009jveenstra@nacg.ca www.nacg.ca
Forward-Looking Information
The information provided in this news release
contains forward-looking statements. Forward-looking statements
include statements preceded by, followed by or that include the
words “will”, “intends” “expect”, “may”, “could”, “believe”,
“anticipate”, “should” or similar expressions. In particular, this
news release contains forward-looking statements and information
relating to the Company’s belief that the NCIB is in the best
interests of the Company and its shareholders and that underlying
value of the Company may not be reflected in the market price of
the Common Shares, the Company’s intentions regarding the NCIB and
whether the Company will receive the requisite approval of the TSX
in respect of the NCIB. Forward-looking statements in this news
release are being made by NACG based on certain assumptions that
NACG has made in respect thereof as at the date of this news
release. These forward-looking statements are not guarantees of
future performance and are subject to a number of known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to differ
materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking statements
and information. The material factors or assumptions used to
develop such forward-looking statements include, and the risks and
uncertainties to which such forward-looking statements are subject,
are highlighted in the MD&A for the quarter and year ended
December 31, 2020. Actual results could differ materially from
those contemplated by such forward-looking statements because of
any number of factors and uncertainties, many of which are beyond
NACG’s control. Undue reliance should not be placed upon
forward-looking statements and NACG undertakes no obligation, other
than those required by applicable law, to update or revise those
statements. For more complete information about NACG, please read
our disclosure documents filed with the SEC and the CSA. These free
documents can be obtained by visiting EDGAR on the SEC website at
www.sec.gov or on the CSA website at www.sedar.com.
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