VAUGHAN,
ON, Feb. 27, 2025 /CNW/ - GFL Environmental
Inc. (NYSE: GFL) (TSX: GFL) ("GFL" or the "Company") today
announced that the Toronto Stock Exchange ("TSX") has accepted the
Company's notice of intention to commence a normal course issuer
bid (the "NCIB") for the 12-month period commencing on March 3, 2025 and ending no later than
March 2, 2026. The NCIB will be
conducted through the facilities of the TSX and the New York Stock
Exchange ("NYSE") or alternative Canadian and U.S. trading systems,
if eligible.
The NCIB only relates to subordinate voting shares, of which GFL
had 381,570,455 subordinate voting shares issued and outstanding as
of February 18, 2025. Under the NCIB,
a maximum of 28,046,256 subordinate voting shares
(representing 10% of the public float (the "Public Float")
determined in accordance with TSX requirements as at February 18, 2025) may be repurchased by GFL. All
subordinate voting shares repurchased by GFL under the NCIB will be
cancelled.
"On January 7, 2025, we announced
the sale of our Environmental Services businesses which we expect
to close effective March 1, 2025,"
said Patrick Dovigi, Founder and CEO
of GFL. "We have allocated up to $2.25
billion of the net proceeds from the transaction to
opportunistically repurchase our subordinate voting shares. We
expect to use the majority of these proceeds to purchase shares
held by our sponsor shareholders, with the balance to be used for
open market purchases under our normal course issuer bid."
Purchases under the NCIB may be made by means of open market
transactions, including through an automatic share purchase plan,
privately negotiated transactions or such other means as a
securities regulatory authority may permit. In accordance with TSX
rules, any daily repurchases would be limited to a maximum of
64,492 subordinate voting shares, which represents 25% of the
average daily trading volume on the TSX of 257,968 subordinate
voting shares for the period from August 1,
2024 to January 31, 2025. The
TSX rules also allow the Company to purchase, once a week, a block
of subordinate voting shares not owned by any insiders, which may
exceed such daily limit. The specific method, timing, price and
size of purchases will depend on prevailing stock prices, general
economic and market conditions, and other considerations.
Pursuant to exemptive relief granted by the Ontario Securities
Commission ("OSC") to the Company on February 26, 2025, GFL 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
GFL's SEDAR+ profile at www.sedarplus.ca.
Subject to receiving exemptive relief from applicable securities
regulatory authorities, GFL may also acquire subordinate voting
shares through privately negotiated transactions. GFL expects
that any private purchase made under an exemption order issued by a
securities regulatory authority would be at a discount to the
prevailing market price.
Under GFL's NCIB for the 12-month period that began on
May 12, 2023 and ended on
May 11, 2024, GFL was authorized to
repurchase up to 17,867,120 subordinate voting shares, or 5% of its
then issued and outstanding subordinate voting shares. No
subordinate voting shares were repurchased thereunder.
About GFL
GFL, headquartered in Vaughan,
Ontario, is the fourth largest diversified environmental
services company in North America,
providing a comprehensive line of solid waste management, liquid
waste management and soil remediation services through its platform
of facilities throughout Canada
and in more than half of the U.S. states. Across its organization,
GFL has a workforce of more than 20,000 employees.
Cautionary Note Regarding Forward-Looking
Statements
This release includes certain "forward-looking statements",
including statements relating to the NCIB and the intended purchase
for cancellation of subordinate voting shares of the Company
thereunder, the methods by which any such purchases will be made,
statements about the Company's beliefs and expectations, and the
timing of any of the foregoing. In some cases, but not necessarily
in all cases, forward-looking statements can be identified by the
use of forward looking terminology such as "plans", "targets",
"expects" or "does not expect", "is expected", "an opportunity
exists", "is positioned", "estimates", "intends", "assumes",
"anticipates" or "does not anticipate" or "believes", or variations
of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might", "will" or "will
be taken", "occur" or "be achieved". In addition, any statements
that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking
statements. Forward-looking statements are not historical facts,
nor guarantees or assurances of future performance but instead
represent management's current beliefs, expectations, estimates and
projections regarding future events and operating performance.
Forward-looking statements are necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by GFL as of the date of this release, are subject to
inherent uncertainties, risks, changes in circumstances, and other
important factors that may cause actual results to differ
materially from those contemplated by the forward-looking
statements, including but not limited to certain assumptions about
our ability to complete the sale of the Environmental Services
business on existing terms and to use the proceeds of any such sale
for potential share repurchases. Important factors that could cause
actual results to differ, possibly materially, from those indicated
by the forward-looking statements include, but are not limited to,
the factors described in the "Risk Factors" section of GFL's annual
information form for the 2024 fiscal year filed on Form 40-F and
GFL's other periodic filings with the U.S. Securities and Exchange
Commission and the securities commissions or similar regulatory
authorities in Canada. These
factors are not intended to represent a complete list of the
factors that could affect GFL. However, such risk factors should be
considered carefully. There can be no assurance that such estimates
and assumptions will prove to be correct. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this release. GFL undertakes no obligation to
publicly update any forward-looking statement, except as required
by applicable securities laws. Purchases made under the NCIB will
be subject to various factors, including GFL's capital and
liquidity positions, debt covenant restrictions, accounting and
regulatory considerations, GFL's financial and operational
performance, alternative uses of capital, the trading price of
GFL's subordinate voting shares and general market conditions. The
NCIB does not obligate GFL to acquire a specific dollar amount or
number of shares and may be extended, modified, or discontinued at
any time at the Company's discretion.
For more information:
Patrick Dovigi
+1 905 326-0101
pdovigi@gflenv.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/gfl-environmental-inc-announces-commencement-of-share-repurchase-program-302387288.html
SOURCE GFL Environmental Inc.
