CALGARY, May 10, 2017 /PRNewswire/ - Canadian Pacific
Railway Limited (TSX: CP) (NYSE: CP) today announced that the
Toronto Stock Exchange ("TSX") has accepted its notice to implement
a normal course issuer bid ("NCIB") to purchase, for cancellation,
up to 4,384,062 common shares or approximately 3 percent of CP's
"public float", as at May 1, 2017.
The NCIB is scheduled to commence on May 15,
2017 and is due to terminate on May
14, 2018.
Purchases of CP common shares under the NCIB may be made through
the facilities of the 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, including by private agreement pursuant
to issuer bid exemption orders issued by applicable securities
regulatory authorities. The price CP will pay for any common shares
will be the market price at the time of purchase or such other
price as may be permitted by the TSX. Any private purchase made
under an exemption order issued by a securities regulatory
authority will generally be at a discount to the prevailing market
price.
In connection with the NCIB, CP will enter into an automatic
purchase plan ("Plan") with its designated broker to allow for
purchases of its common shares during internal quarterly blackout
periods. Such purchases would be at the discretion of the broker
based on parameters established by CP prior to any blackout period.
Outside of these periods, common shares will be repurchased in
accordance with management's discretion, subject to applicable law.
The Plan has been reviewed by the TSX and may be terminated by CP
or its broker in accordance with its terms, or will terminate on
the expiry of the NCIB.
As of May 1, 2017, CP had
146,747,454 common shares issued and outstanding. CP will not
acquire through the facilities of the TSX more than 90,867 common
shares during a trading day, being 25 percent of the average daily
trading volume of CP common shares on the TSX for the six calendar
months prior to the date of approval of the bid by the TSX and, in
addition, will not acquire per day on the NYSE more than 25 percent
of the average daily trading volume for the four calendar weeks
preceding the date of purchase, subject to, in both cases, certain
exceptions for block purchases.
The actual number of common shares that will be repurchased
under the NCIB, and the timing of any such purchases, will be
determined by CP, subject to the limits imposed by the TSX. There
cannot be any assurances as to how many common shares, if any, will
ultimately be acquired by CP.
CP believes that the purchase of its shares from time to time is
an appropriate and advantageous use of its funds.
CP purchased 6.91 million of its common shares at a weighted
average price of $175.01 under its
previous normal course issuer bid, which expired May 1, 2017. In total, CP has repurchased 30.94
million of its common shares since 2014, representing approximately
21 percent of its public float, as at March
31, 2017.
The board declared a quarterly dividend of $0.5625 per share, an increase of 12.5 percent to
the previous dividend of $0.50 per
share. The dividend is payable on July 31,
2017 to holders of record at the close of business on
June 30, 2017, and is an "eligible"
dividend for purposes of the Income Tax Act (Canada) and any similar provincial/territorial
legislation.
"A new share buyback program and increase in the dividend
demonstrate CP's confidence in the long-term growth prospects of
the company," said CP President and CEO Keith Creel. "CP's strong cash flow generation
enables us to return cash to shareholders while reinvesting in the
franchise and maintaining the strength of the balance
sheet."
Forward Looking Statement
This news release contains certain forward-looking information
within the meaning of applicable securities laws relating, but not
limited, to CP's intention to commence a normal course issuer bid
and potential future purchases of CP common shares under the normal
course issuer bid. This forward-looking information may also
include, but is not limited to, statements concerning expectations,
beliefs, plans, goals, objectives, assumptions and statements about
possible future events, conditions, and results of operations or
performance. Forward-looking information may contain statements
with words or headings such as "financial expectations", "key
assumptions", "anticipate", "believe", "expect", "plan", "will",
"outlook", "should" or similar words suggesting future
outcomes.
Undue reliance should not be placed on forward-looking
information as actual results may differ materially from the
forward-looking information. Forward-looking information is not a
guarantee of future performance. By its nature, CP's
forward-looking information involves numerous assumptions, inherent
risks and uncertainties that could cause actual results to differ
materially from the forward-looking information, including but not
limited to the following factors: changes in business strategies;
general North American and global economic, credit and business
conditions; risks in agricultural production such as weather
conditions and insect populations; the availability and price of
energy commodities; the effects of competition and pricing
pressures; industry capacity; shifts in market demand; changes in
commodity prices; uncertainty surrounding timing and volumes of
commodities being shipped via CP; inflation; changes in laws and
regulations, including regulation of rates; changes in taxes and
tax rates; potential increases in maintenance and operating costs;
uncertainties of investigations, proceedings or other types of
claims and litigation; labour disputes; risks and liabilities
arising from derailments; transportation of dangerous goods;
timing of completion of capital and maintenance projects; currency
and interest rate fluctuations; effects of changes in market
conditions and discount rates on the financial position of pension
plans and investments; and various events that could disrupt
operations, including severe weather, droughts, floods, avalanches
and earthquakes as well as security threats and governmental
response to them, and technological changes. The foregoing list of
factors is not exhaustive.
These and other factors are detailed from time to time in
reports filed by CP with securities regulators in Canada and the
United States. Reference should be made to "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations – Forward-Looking Information" in CP's
annual and interim reports on Form 10-K and 10-Q. Readers are
cautioned not to place undue reliance on forward-looking
information. Forward looking information is based on current
expectations, estimates and projections and it is possible that
predictions, forecasts, projections, and other forms of
forward-looking information will not be achieved by CP. Except as
required by law, CP undertakes no obligation to update publicly or
otherwise revise any forward-looking information, whether as a
result of new information, future events or otherwise.
About Canadian Pacific
Canadian Pacific is a transcontinental railway in Canada and the
United States with direct links to eight major ports,
including Vancouver and
Montreal, providing North American
customers a competitive rail service with access to key markets in
every corner of the globe. CP is growing with its customers,
offering a suite of freight transportation services, logistics
solutions and supply chain expertise. Visit cpr.ca to see the rail
advantages of CP.
SOURCE Canadian Pacific