Nutrien Ltd. (TSX and NYSE: NTR) made an announcement today confirming the acceptance by the Toronto Stock Exchange (TSX) of Nutrien’s notice to initiate a normal course issuer bid (NCIB), permitting the purchase of outstanding common shares amounting to up to five percent of its issued and outstanding common shares.
The NCIB allows for the acquisition of common shares through various platforms including the TSX, the New York Stock Exchange, and alternative trading systems in Canada and the U.S., or as permitted by applicable securities laws. Nutrien retains the discretion to determine the actual number of common shares to be repurchased under the NCIB and the timing of such transactions. The company views the repurchase of its own common shares as a compelling investment opportunity aligned with its commitment to delivering value to shareholders over time. As of February 16, 2024, Nutrien had 494,563,180 common shares outstanding, allowing for the repurchase of up to 24,728,159 outstanding common shares under the NCIB, with any shares bought to be subsequently cancelled.
The NCIB will adhere to the rules set forth by the TSX for normal course issuer bids and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, which impose limitations on the daily volume of common shares that can be acquired, subject to exceptions for block purchases, based on the average daily trading volumes of Nutrien’s common shares on the relevant exchange. Nutrien intends to restrict daily purchases of common shares on the TSX related to the NCIB to no more than twenty-five percent of the average daily trading volume.
Purchases under the NCIB will be executed through open market transactions at prevailing market prices, and possibly through other means permitted by applicable securities laws, including private agreements. Any purchases via private agreements under an exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price as stipulated in the exemption order. The NCIB is set to commence on March 1, 2024, and will expire on the earlier of February 28, 2025, reaching the maximum allowable number of common shares, or the decision to cease further repurchases under the NCIB.
Nutrien has established an automatic purchase plan with a broker to facilitate the acquisition of common shares during self-imposed blackout periods. Outside of these periods, common shares may be purchased at the discretion of management.
Nutrien’s previous NCIB, allowing for the purchase of up to 24,962,194 common shares, is set to expire on February 29, 2024. As of February 16, 2024, Nutrien had repurchased a total of 5,375,397 common shares at an average price of US$69.76 per share, amounting to a total of US$374,998,896 under the prior NCIB. These purchases were conducted on the open market.
