Current Report Filing (8-k)
May 21 2019 - 9:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: May 21, 2019 (Date of earliest
event reported)
Ritchie Bros.
Auctioneers Incorporated
(Exact Name of Registrant as Specified in Its Charter)
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Canada
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001-13425
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N/A
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification)
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9500 Glenlyon Parkway, Burnaby, British
Columbia, Canada V5J 0C6
(Address of principal executive offices) (Zip Code)
(778) 331-5500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares
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RBA
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New York Stock Exchange
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On May 21, 2019, Ritchie Bros. Auctioneers
Incorporated (“we” or the “Company”) issued a news release announcing that it has obtained the approval
of the Toronto Stock Exchange (the “TSX”) to commence a normal course issuer bid (“NCIB”) beginning on
May 23, 2019 and terminating May 22, 2020 or such earlier date as the Company may complete its purchases thereunder or as it may
otherwise determine. The NCIB will allow the Company to use its share repurchase program to primarily neutralize share dilution
from options, as all common shares of the Company purchased under the new NCIB will be cancelled.
Under the NCIB, the Company may purchase
up to the lesser of 5,449,204 common shares (such amount representing 5% of the common shares of the Company issued and outstanding
as of May 10, 2019) and that number of common shares worth an aggregate of US$100 million. Purchases under the NCIB may be made
at the then current market price of the Company’s common shares through the facilities of the TSX, the New York Stock Exchange
or alternative trading platforms in Canada or the United States by means of open market transactions or by such other means as
may be permitted by the TSX and applicable Canadian and U.S. securities laws.
A copy of the news release containing further
details is attached as Exhibit 99.1 and incorporated by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: May 21, 2019
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Ritchie Bros. Auctioneers Incorporated
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By:
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/s/ Darren Watt
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Darren Watt
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General Counsel & Corporate Secretary
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