The TSX notice provides that Loblaw may, during the 12-month period commencing May 5, 2022 and terminating May 4, 2023, purchase up to 16,647,384 of Loblaw’s common shares (Common Shares), representing approximately 5% of the issued and outstanding Common Shares, by way of a NCIB on the TSX or through alternative trading systems or by such other means as may be permitted by the TSX or under applicable law. As of April 21, 2022, Loblaw had 332,947,684 outstanding Common Shares. Based on the average daily trading volume of 503,409 during the last six months, daily purchases will be limited to 125,852 Common Shares, other than block purchase exceptions and purchases from George Weston Limited (GWL), Loblaw’s majority shareholder.
Purchases of Common Shares will be made in open market transactions on the TSX or through alternative trading systems. In addition, Loblaw may enter into forwarding purchase or swap contracts in connection with Common Shares which may be settled by physical settlement, cash settlement or a combination thereof. The forward price will be based on market price, dividend yield and market interest rates. Loblaw may also purchase Common Shares through private agreements or share repurchase programs if it receives an issuer bid exemption order permitting it to make such purchases. Any purchases of Common Shares made by way of private agreements or under share repurchase programs may be at a discount to the prevailing market price as provided in the relevant issuer bid exemption order.
Purchases from GWL will be made during the TSX’s Special Trading Session pursuant to an automatic disposition plan agreement between Loblaw’s broker, Loblaw and GWL (ADP Agreement). Purchases from GWL will be made on trading days, as required by the ADP Agreement, that Loblaw makes a purchase from other shareholders. In the event that GWL does not sell Common Shares on any trading day as required by the terms of the ADP Agreement (other than as a result of a market disruption event), the TSX exemption will cease to apply and Loblaw will not be permitted to make any further purchases from GWL under the terms of the NCIB.
Decisions regarding the timing of future purchases of Common Shares will be based on market conditions, share price and other factors. Loblaw may elect to suspend or discontinue its NCIB at any time. Common Shares purchased under the NCIB will be cancelled or used in connection with the settlement of restricted share units or performance share units. Loblaw believes that the market price of Common Shares could be such that their purchase may be an attractive and appropriate use of corporate funds. Loblaw may also use its NCIB to acquire the number of Common Shares that are issued pursuant to the exercise of options in order to offset the dilutive effect of options that have been exercised. Under its prior NCIB that commenced on May 3, 2021, and expired on May 2, 2022, Loblaw had sought and received approval from the TSX to purchase up to 17,106,459 Common Shares. As of April 21, 2022, Loblaw has purchased 11,931,967 Common Shares under its prior NCIB through open market purchases on the TSX and exempt private agreement purchases, at a weighted average price of $85.98.
From time to time, when Loblaw does not possess material non-public information about itself or its securities, it may enter into a pre-defined plan with its broker to allow for the purchase of Common Shares at times when Loblaw ordinarily would not be active in the market due to its own internal trading blackout periods and insider trading rules. Any such plans entered into with Loblaw’s broker will be adopted in accordance with the requirements of applicable Canadian securities laws.
