(TSX: NWC): The North West
Company Inc. (the “
Company” or
“
North West”) announced today
that the Toronto Stock Exchange (the “
TSX”) has
accepted notice of the Company’s intention to make a normal course
issuer bid (“
NCIB”) for a portion of its common
voting shares and variable voting shares (the
“
Shares”) as appropriate opportunities arise from
time to time. The board of directors of the Company believes that
the purchase by the Company of a portion of its outstanding Shares
may from time to time be an appropriate use of available resources
and in the best interests of the Company.
Pursuant to the NCIB notice filed with the TSX,
the Company may acquire up to a maximum of 4,765,289 of its Shares,
or approximately 10% of its public float as of the date of November
19, 2024, for cancellation over the next 12 months. As of November
19, 2024, the Company has 47,847,504 issued and outstanding Shares.
The actual number of Shares that may be purchased pursuant to the
NCIB will be determined by management of the Company, subject to
applicable law and the rules of the TSX.
Purchases under the NCIB will be made through
the facilities of the TSX or through Canadian alternative trading
systems and in accordance with applicable regulatory requirements
at a price per Share equal to the market price at the time of
acquisition. The number of Shares that can be purchased pursuant to
the NCIB is subject to a current daily maximum of 18,909 (which is
equal to approximately 25% of 75,637, being the average daily
trading volume of the Shares during the last six calendar months),
subject to the Company’s ability to make one block purchase of
Shares per calendar week that exceeds such limits.
In connection with the NCIB, the Company has
established an automatic securities purchase plan (the
“Plan”) with its designated broker to facilitate
the purchase of Shares under the NCIB at times when the Company
would ordinarily not be permitted to purchase its Shares due to
regulatory restrictions or self-imposed blackout periods. Under the
Plan, before entering a self-imposed blackout period, North West
may, but is not required to, ask the designated broker to make
purchases under the NCIB within specified parameters. Outside of
the pre-determined blackout periods, Shares may be purchased under
the NCIB based on the discretion of the Company’s management, in
compliance with TSX rules and applicable securities laws. The
Company may elect to suspend or discontinue its NCIB at any time.
The automatic securities purchase plan will be effective as of
November 21, 2024.
All Shares purchased under the NCIB will be
cancelled upon their purchase. The Company intends to fund the
purchases out of its available resources. The Company may begin to
purchase Shares on November 21, 2024 and the NCIB will terminate on
November 20, 2025, or such earlier date as the Company completes
its purchases pursuant to the NCIB or provides notice of
termination.
The NCIB follows the Company’s normal course
issuer bid for the 12 months ended November 17, 2024 (the
“2024 NCIB”). Under the 2024 NCIB, the Company had
obtained approval to purchase up to 4,733,380 Shares. The 2024 NCIB
began on November 17, 2023 and ended on November 16, 2024. Within
the past 12 months, under the 2024 NCIB the Company did not
repurchase and cancel any Shares through the facilities of the TSX
and alternative Canadian trading systems as at October 31,
2024.
Notice to
Readers
Certain forward-looking statements are made in
this news release, within the meaning of applicable securities
laws. These statements reflect North West’s current expectations
and are based on information currently available to management.
Forward looking statements about the Company, including its
business operations, strategy and expected financial performance
and condition that are predictive in nature, depend upon or refer
to future events or conditions, or include words such as “expects”,
“anticipates”, “plans”, “believes”, “estimates”, “intends”,
“targets”, “projects”, “forecasts” or negative versions thereof and
other similar expressions, or future or conditional future
financial performance (including sales, earnings, growth rates,
capital expenditures, dividends, debt levels, financial capacity,
access to capital, and liquidity), ongoing business strategies or
prospects, the Company's intentions regarding a normal course
issuer bid, the number of Shares purchased under the NCIB, the
potential impact of a pandemic on the Company's operations, supply
chain and the Company's related business continuity plans, the
realization of cost savings from cost reduction plans, the
anticipated impact of The Next 100 strategic priorities and
possible future action by the Company.
Forward-looking statements are based on current
expectations and projections about future events and are inherently
subject to, among other things, risks, uncertainties and
assumptions about the Company, economic factors and the retail
industry in general. They are not guarantees of future performance,
and actual events and results could differ materially from those
expressed or implied by forward-looking statements made by the
Company due to changes in economic conditions, political and market
factors in North America and internationally. These factors
include, but are not limited to, changes in inflation, interest and
foreign exchange rates, the Company's ability to maintain an
effective supply chain, changes in accounting policies and methods
used to report financial condition, including uncertainties
associated with critical accounting assumptions and estimates, the
effect of applying future accounting changes, business competition,
technological change, changes in government regulations and
legislation, changes in tax laws, unexpected judicial or regulatory
proceedings, catastrophic events, the Company's ability to complete
and realize benefits from capital projects, E-Commerce investments,
strategic transactions and the integration of acquisitions, the
Company's ability to realize benefits from investments in
information technology ("IT") and systems, including IT system
implementations, or unanticipated results from these initiatives
and the Company's success in anticipating and managing the
foregoing risks.
The reader is cautioned that the foregoing list
of important factors is not exhaustive. Other risks are outlined in
the Risk Management section of the 2023 Annual Report and in the
Risk Factors sections of the Annual Information Form and Management
Information Circular, material change reports and news releases.
The reader is also cautioned to consider these and other factors
carefully and not place undue reliance on forward-looking
statements. Other than as specifically required by applicable law,
the Company does not intend to update any forward-looking
statements whether as a result of new information, future events or
otherwise.
Additional information on the Company, including
our Annual Information Form, can be found on SEDAR+ at
www.sedarplus.com or on the Company's website at
www.northwest.ca.
Company
Profile
The North West Company Inc., through its
subsidiaries, is a leading retailer of food and everyday products
and services to rural communities and urban neighbourhoods in
Canada, Alaska, the South Pacific and the Caribbean. North West
operates 229 stores under the trading names Northern, NorthMart,
Giant Tiger, Alaska Commercial Company, Cost-U-Less and RiteWay
Food Markets and has annualized sales of approximately CDN$2.5
billion.
The common shares of North West
trade on the Toronto Stock Exchange under the symbol
NWC.
For more information
contact:
Dan McConnell, President and Chief Executive
Officer, The North West Company Inc.Phone 204-934-1482; fax
204-934-1317; email dmcconnell@northwest.ca
John King, Executive Vice-President and Chief
Financial Officer, The North West Company Inc.Phone 204-934-1397;
fax 204-934-1317; email jking@northwest.ca
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