Element Fleet Management Corp. (TSX: EFN) (“Element” or the
“Company”) announced today that the Toronto Stock Exchange (the
“TSX”) has approved the Company’s notice of intention to renew its
normal course issuer bid (the “NCIB”) for its issued and
outstanding common shares (the “Common Shares”) in furtherance of
its capital return strategy.
Under the NCIB approved by the TSX, the Company
may purchase on the open market (or otherwise as permitted) up to
39,228,719 Common Shares, representing approximately 10% of the
“public float” of the Common Shares, at its discretion during the
period commencing on November 15, 2022 and ending on the earlier of
November 14, 2023 and the completion of purchases under the NCIB.
The actual number of Common Shares which may be purchased pursuant
to the NCIB and the timing of such purchases will be determined by
management of the Company, subject to applicable law and the rules
of the TSX.
Under the rules of the TSX, during the six
months ended October 31, 2022, the average daily trading volume of
the Common Shares on the TSX was 813,132, and, accordingly, daily
purchases on the TSX pursuant to the NCIB will be limited to
203,283 Common Shares, other than purchases made pursuant to the
block purchase exception. As of November 1, 2022, the Company had
393,055,672 Common Shares issued and outstanding and a “public
float” of 392,287,191 Common Shares.
Purchases made pursuant to the NCIB are expected
to be made through the facilities of the TSX or through alternative
trading systems in Canada, at prevailing market prices or as
otherwise permitted. The NCIB will be funded using existing cash
resources and any Common Shares repurchased by the Company under
the NCIB will be cancelled. The Company believes that the NCIB is
in the best interests of the Company and constitutes a desirable
use of its funds.
Under the current NCIB that commenced on
November 15, 2021 and will end on November 14, 2022, the Company
sought and obtained approval from the TSX to purchase up to
40,968,811 Common Shares for cancellation. For the period from
commencement of the current NCIB up to and including October 31,
2022, the Company repurchased for cancellation an aggregate of
18,614,000 Common Shares for approximately $250 million, including
commission, at a volume weighted average price of $13.43 per Common
Share.
The Company applies trade date accounting in
determining the date on which the share repurchase is reflected in
its consolidated financial statements. Trade date accounting is the
date on which management commits the Company to purchase the Common
Shares. Under the current NCIB, the Company has repurchased Common
Shares over the TSX and over alternative trading systems in
Canada.
The Company will also enter into an automatic
securities purchase plan (the “ASPP”) with an independent
designated broker in order to facilitate repurchases of Common
Shares. The ASPP has been approved by the TSX and will be entered
into effective as of or about November 11, 2022. Under the ASPP,
the Company’s independent designated broker may purchase Common
Shares under the NCIB at times when the Company would ordinarily
not be permitted to, due to its regular self-imposed blackout
periods. Before the commencement of any particular internal trading
black-out period, the Company may, but is not required to, instruct
its independent designated broker to make purchases of Common
Shares under the NCIB during the ensuing blackout period in
accordance with the terms of the NCIB. Such purchases will be
determined by the independent designated broker in its sole
discretion based on parameters established by the Company prior to
commencement of the applicable blackout period in accordance with
the terms of the ASPP and applicable TSX rules. Outside of these
blackout periods, Common Shares will continue to be purchasable by
the Company at its discretion under the NCIB.
The ASPP will terminate on the earliest of the
date on which: (a) the purchase limit specified in the ASPP has
been reached, (b) the purchase limit under the applicable NCIB has
been reached, (c) the Company terminates the ASPP in accordance
with its terms, in which case the Company will issue a press
release confirming such termination, and (d) the applicable NCIB
terminates.
About Element Fleet
Management
Element Fleet Management (TSX: EFN) is the
largest pure-play automotive fleet manager in the world, providing
the full range of fleet services and solutions to a growing base of
loyal, world-class clients – corporates, governments and
not-for-profits – across North America, Australia and New Zealand.
Element enjoys proven resilient cash flow, a significant proportion
of which is returned to shareholders in the form of dividends and
share buybacks; a scalable operating platform that magnifies
revenue growth into earnings growth; and an evolving
capital-lighter business model that enhances return on equity.
Element’s services address every aspect of clients’ fleet
requirements, from vehicle acquisition, maintenance, accidents and
remarketing, to integrating EVs and managing the complexity of
gradual fleet electrification. Clients benefit from Element’s
expertise as the largest fleet solutions provider in its markets,
offering unmatched economies of scale and insight used to reduce
fleet operating costs and improve productivity and performance. For
more information, visit www.elementfleet.com/investors.
Forward-Looking Statements
This press release includes forward-looking
statements regarding Element and its business. Such statements are
based on the current expectations and views of future events of
Element’s management. In some cases the forward-looking statements
can be identified by words or phrases such as “may”, “will”,
“expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”,
“believe” or the negative of these terms, or other similar
expressions intended to identify forward-looking statements,
including, among others, statements regarding Element’s
improvements to run-rate profitability; enhancements to clients’
service experience and service levels; enhancement of financial
performance; improvements to client retention trends; reduction of
operating expenses; increases in efficiency; EV strategy and
capabilities; global EV adoption rates; Element’s dividend policy
and the payment of future dividends; transformation of its core
business; creation of value for all stakeholders; expectations
regarding syndication; growth prospects and expected revenue
growth; level of workforce engagement; improvements to magnitude
and quality of earnings; executive hiring and retention; focus and
discipline in investing; balance sheet management and plans to
reduce leverage ratios; anticipated benefits of the balanced
scorecard initiative; Element’s proposed share purchases, including
the number of common shares to be repurchased, the timing thereof;
TSX acceptance of the NCIB and any renewal thereof; Element
entering into the ASPP; and expectations regarding financial
performance. No forward-looking statement can be guaranteed.
Forward-looking statements and information by their nature are
based on assumptions and involve known and unknown risks,
uncertainties and other factors which may cause Element’s actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statement
or information. Accordingly, readers should not place undue
reliance on any forward-looking statements or information. Such
risks and uncertainties include those regarding the ongoing
COVID-19 pandemic, risks regarding the fleet management and finance
industries, economic factors and many other factors beyond the
control of Element. A discussion of the material risks and
assumptions associated with this outlook can be found in Element’s
annual MD&A, and Annual Information Form for the year ended
December 31, 2021, each of which has been filed on SEDAR and can be
accessed at www.sedar.com. Except as required by applicable
securities laws, forward-looking statements speak only as of the
date on which they are made and Element undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, or otherwise.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws
and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Contact:
Michael Barrett
Vice President, Investor Relations
(416) 646-5698
mbarrett@elementcorp.com
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