Ovintiv: Company Announces TSX Acceptance of Normal Course Issuer Bid (Form 8-K)
Company announces acceptance by TSX of normal course issuer bid
DENVER, September 28, 2021 – Ovintiv (NYSE, TSX: OVV) announced today that it is implementing its commitment to increasing shareholder returns by obtaining regulatory approvals for a share buyback program. This action is in line with the Company’s capital allocation framework, which supports the objective of unlocking shareholder value by implementing Ovintiv’s strategic priorities in terms of financial soundness, increased returns in cash for shareholders, generating superior returns on capital investments and ESG progress.
The TSX has accepted Ovintiv’s notice of intention to implement a normal course issuer bid to purchase up to 26,048,261 common shares during the 12-month period beginning on the 1st October 2021 and ending September 30, 2022. The number of shares authorized for purchase represents 10% of Ovintiv’s free float as of September 20, 2021. Purchases will be made on the open market through the facilities of the TSX, the New York Stock Exchange and / or alternative trading systems at the market price at the time of acquisition, as well as by other means permitted by stock exchange rules and securities laws, including Rule 10b -18 of the Securities Exchange Act of 1934, as amended.
Ovintiv has also entered into an Automatic Share Purchase Plan (ASPP) allowing it to purchase common shares as part of the tender offer while Ovintiv would not normally be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods. In accordance with the ASPP, Ovintiv will provide instructions during the blackout periods to its designated broker, which cannot be changed or suspended during the blackout period. Purchases made by Ovintiv’s designated broker will comply with stock exchange rules, applicable securities laws and the terms of the ASPP. All purchases made under the RPAA are included in the calculation of the number of common shares purchased under the public tender offer. The ASPP has been pre-authorized as required by the scholarships.
The actual number of Common Shares that may be purchased under the Offer and the timing of such purchases will be determined by Ovintiv. The average daily trading volume through the facilities of the TSX, excluding purchases made at these facilities, during the last six months ended was 419,746 common shares. Accordingly, daily purchases through the facilities of the TSX will be limited to 104,936 Common Shares, with the exception of bulk purchase exceptions. Purchases on the NYSE will be made in accordance with the volume limitations of Rule 10b-18 with respect to the average daily trading volume and block trades. All common shares acquired by Ovintiv under the offer may be canceled or released for cash as authorized but unissued shares.
As previously announced, starting in the fourth quarter of 2021 and until Ovintiv reaches its net debt of $ 3 billion* Target, the company expects to return 25% of the prior quarter’s free cash flow after basic dividends to its shareholders through share buybacks and / or variable dividends. Once the Company hits its net debt target of $ 3 billion, it plans to increase quarterly returns to shareholders to at least 50% of the prior quarter’s free cash flow after basic dividends.
NOTICE REGARDING FORWARD-LOOKING STATEMENTS – This press release contains certain forward-looking statements or information (collectively, the “FLS”) within the meaning of applicable securities laws, including the United States Private Securities Litigation Reform Act of 1995. The FLS includes: planned repurchase of shares, including the amount and number of shares to be acquired, treatment of these shares after the purchase, planned timetable, method and place of purchase, announced capital framework; and the benefits of NCIB.
Net debt is a non-GAAP measure that Ovintiv defines as long-term debt, including current portion, less cash and cash equivalents.
Readers are cautioned not to place undue reliance on FLS which by its nature involves many assumptions, risks and uncertainties which may prevent such statements from occurring, or results materially different from those expressed or implied. These assumptions include: future commodity prices and differentials; foreign exchange rates; the ability to access liquidity, credit facilities and shelf prospectuses; and expectations and projections made in light of, and generally consistent with, Ovintiv’s historical experience and its perception of historical trends, including with respect to the pace of technological development, the benefits achieved and the general expectations of Ovintiv. industry.
The risks and uncertainties that may affect these business results include: the ability to generate sufficient cash flow to meet obligations and finance the public tender offer; volatility of commodity prices; the variability of the amount, number of shares, method, place and time of purchases, if any, in accordance with the public tender offer; currency and interest rate fluctuations; and other risks and uncertainties affecting Ovintiv’s business, as described in its most recent annual report on Form 10-K and as described from time to time in Ovintiv’s other periodic filings filed with EDGAR and SEDAR.
Although Ovintiv believes that the expectations represented by these FSLs are reasonable, there can be no assurance that these expectations will prove to be correct. Readers are cautioned that the above assumptions, risks and uncertainties are not exhaustive. FSLs are created as of the date of this press release and, except as required by law, Ovintiv assumes no obligation to publicly update or revise any FLS. The FSLs contained in this press release are expressly qualified by these warnings.
More information about Ovintiv is available on the company’s website, www.ovintiv.com, or by contacting:
SOURCE: Ovintiv Inc.
Ovintiv inc. published this content on September 28, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on September 28, 2021 09:31:04 PM UTC.