Canada Goose Announces Renewal of Normal Course Issuer Bid
November 17 2023 - 4:30PM
Business Wire
Canada Goose Holdings Inc. (the ”Company” or “Canada
Goose”) (NYSE, TSX: GOOS) today announced that the Toronto
Stock Exchange (“TSX”) has approved the renewal of its
normal course issuer bid (the “NCIB”). The NCIB as renewed
provides for the purchase for cancellation of up to 4,980,505
subordinate voting shares of Canada Goose over the twelve-month
period commencing on November 22, 2023 and ending no later than
November 21, 2024. This represents approximately 10% of the
49,805,058 subordinate voting shares comprising the public float
(the “Public Float”) determined in accordance with TSX
requirements as at November 10, 2023. As at November 10, 2023,
there were 49,917,029 subordinate voting shares issued and
outstanding.
Canada Goose currently believes that the purchase of the
Company’s subordinate voting shares under the NCIB is an
appropriate and desirable use of available excess cash on hand, as
part of its broader capital allocation strategy.
The NCIB will be conducted through the facilities of the TSX and
the New York Stock Exchange (“NYSE”) or alternative trading
systems in Canada and the United States, if eligible, and will
conform to their regulations. Subordinate voting shares will be
acquired under the NCIB at the market price plus brokerage fees.
Purchases under the NCIB will be made by means of open market
transactions or such other means as a securities regulatory
authority may permit. In the event that the Company acquires
subordinate voting shares by other means as a securities regulatory
authority may permit, the purchase price of the subordinate voting
shares may be different than the market price of the subordinate
voting shares at the time of the acquisition. Purchases made under
an issuer bid exemption order will be at a discount to the
prevailing market price as per the terms of the order. Furthermore,
under the NCIB, Canada Goose may make, once per week, a block
purchase (as such term is defined in the TSX Company Manual) at
market price, in accordance with TSX rules. Canada Goose will
otherwise be allowed to purchase daily, through the facilities of
the TSX, a maximum of 71,846 subordinate voting shares representing
25% of the average daily trading volume of 287,387 subordinate
voting shares, as calculated per the TSX rules for the six-month
period starting on May 1, 2023 and ending on October 31, 2023.
In connection with the NCIB, the Company also re-entered into an
automatic share purchase plan (“ASPP”) with the designated
broker responsible for the NCIB, allowing for the purchase of
subordinate voting shares under the NCIB at times when Canada Goose
would ordinarily not be permitted to purchase its securities due to
regulatory restrictions and customary self-imposed blackout
periods. Pursuant to the ASPP, before entering into a blackout
period, the Company may, but is not required to, instruct the
designated broker to make purchases under the NCIB in accordance
with certain purchasing parameters. Such purchases will be made by
the designated broker based on such purchasing parameters, without
further instructions by Canada Goose, in compliance with the rules
of the TSX, applicable securities laws and the terms of the ASPP.
The ASPP has been pre-cleared by the TSX and will be implemented
concurrently with the initiation of the NCIB.
Pursuant to exemptive relief granted by the Ontario Securities
Commission (“OSC”) to the Company on January 25, 2022,
Canada Goose 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 Canada Goose’s SEDAR profile at
www.sedar.com.
Under the Company’s existing NCIB for the 12-month period
beginning on November 22, 2022 and ending on November 21, 2023,
Canada Goose is authorised to repurchase up to 5,421,685
subordinate voting shares, or 10% of its Public Float as at
November 10, 2022. As at November 10, 2023, the Company repurchased
4,764,182 of its subordinate voting shares at weighted average
purchase price per subordinate voting share of CAD$21.31 through
the facilities of the TSX, the NYSE and alternative trading systems
in Canada and the United States.
About Canada Goose Founded in 1957 in a small warehouse
in Toronto, Canada, Canada Goose (NYSE, TSX: GOOS) is a lifestyle
brand and a leading manufacturer of performance luxury apparel.
Every collection is informed by the rugged demands of the Arctic,
ensuring a legacy of functionality is embedded in every product
from parkas and rainwear to apparel and accessories. Canada Goose
is inspired by relentless innovation and uncompromised
craftsmanship, recognized as a leader for its Made in Canada
commitment. In 2020, Canada Goose announced HUMANATURE, its purpose
platform that unites its sustainability and values-based
initiatives, reinforcing its commitment to keep the planet cold and
the people on it warm. Canada Goose also owns Baffin, a Canadian
designer and manufacturer of performance outdoor and industrial
footwear. Visit www.canadagoose.com for more information.
Cautionary Note Regarding Forward-Looking Statements This
press release contains forward-looking statements, including
statements relating to the NCIB and the ASPP, and the intended
purchase for cancellation of subordinate voting shares of the
Company thereunder. These forward-looking statements generally can
be identified by the use of words such as “anticipate,” “believe,”
“could,” “continue,” “expect,” “estimate,” “forecast,” “may,”
“potential,” “project,” “plan,” “would,” “will,” and other words of
similar meaning. Each forward-looking statement contained in this
press release is subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such statement. Our business is subject to substantial
risks and uncertainties. Applicable risks and uncertainties are
discussed under the headings “Cautionary Note regarding
Forward-Looking Statements” and “Factors Affecting our Performance”
in our MD&A as well as in our “Risk Factors” in our Annual
Report on Form 20-F for the year ended April 1, 2023. You are also
encouraged to read our filings with the SEC, available at
www.sec.gov, and our filings with Canadian securities regulatory
authorities available at www.sedarplus.ca for a discussion of these
and other risks and uncertainties. Investors, potential investors,
and others should give careful consideration to these risks and
uncertainties. We caution investors not to rely on the
forward-looking statements contained in this press release when
making an investment decision in our securities. The
forward-looking statements in this press release speak only as of
the date of this release, and we undertake no obligation to update
or revise any of these statements.
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