Under the NCIB, the Company may purchase for cancellation a maximum of 13,814,717 common shares of the Company (the “Shares”), representing 10% of the public float (as defined by the TSX) as of November 18, 2024. On November 18, 2024, Parkland had 173,781,684 Shares issued and outstanding. The NCIB will commence on December 1, 2024 and will terminate upon the earliest of (i) November 30, 2025, (ii) the Company purchasing the maximum of 13,814,717 Shares, and (iii) the Company terminating the NCIB.
The NCIB is intended to augment Parkland’s ongoing return of capital to shareholders through dividends. Parkland believes that the market price of the Shares may not, from time to time, accurately reflect their underlying value. Accordingly, purchasing the Shares for cancellation under the NCIB may represent an attractive investment opportunity to enhance shareholder value, in line with Parkland’s capital allocation framework.
Purchases under the NCIB will be made through the facilities of the TSX or alternative trading systems in Canada at the prevailing market price at the time of purchase. In accordance with the rules of the TSX, any daily repurchases (other than pursuant to a block purchase exception as defined by the TSX) under the NCIB will be limited to a maximum of 136,675 Shares, which represents 25% of the average daily trading volume on the TSX of 546,700 for the six months ended October 31, 2024.
In connection with the NCIB, the Company has entered into an automatic share purchase plan (the “ASPP”) with its designated broker to allow for the purchase of Shares during certain pre-determined blackout periods and other periods during which the Company would ordinarily not be permitted to purchase Shares. Purchases under the ASPP will be determined by the designated broker in its sole discretion based on purchasing parameters set by Parkland in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. Outside of blackout periods, Shares may be purchased under the NCIB based on management’s discretion, in compliance with the rules of the TSX and applicable securities laws. All purchases made under the ASPP will be included in computing the number of Shares purchased under the NCIB. The ASPP has been pre-cleared by the TSX and will become effective December 1, 2024, concurrently with the commencement of the NCIB.
The NCIB continues the Company’s existing NCIB (the “Existing NCIB”). Pursuant to the Existing NCIB, the Company has approval from the TSX to repurchase up to 14,056,984 Shares from December 1, 2023 to November 30, 2024. Under the Existing NCIB, the Company has purchased 3,107,038 Shares on the open market at a weighted average purchase price of $42.6734 per Share.
There can be no assurance as to the precise number of Shares that will be purchased under the NCIB, if any. Parkland may discontinue purchases under the NCIB at any time, subject to compliance with applicable regulatory requirements.
Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this news release the words “expect”, “will”, “could”, “would”, “believe”, “continue”, “pursue” and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, the NCIB and the ASPP, potential purchases of Shares under the NCIB and the ASPP, the anticipated benefits of the NCIB, including enhancing shareholder value and returning additional capital to shareholders, and Parkland’s business strategies and objectives.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this news release. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: the failure to obtain final approval of the NCIB and the ASPP from the TSX; failure to realize the anticipated benefits of the NCIB; failure to execute purchases under the NCIB, including under the ASPP; general economic, market and business conditions; Parkland’s ability to execute its business strategies, objectives, and initiatives, including, without limitation, the completion, financing and timing thereof, realizing the benefits therefrom, and meeting our targets and commitments relating thereto; competitive action by other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities and other regulators, including but not limited to, increases in taxes or restricted access to markets; changes and developments in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s Annual Information Form dated February 27, 2024, and “Forward-Looking Information” and “Risk Factors” included in the Q3 2024 MD&A dated October 30, 2024 and the Q4 2023 MD&A dated February 27, 2024, each filed on SEDAR+ and available on the Parkland website at www.parkland.ca. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
About Parkland Corporation
Parkland is an international fuel distributor, marketer, and convenience retailer with operations in 26 countries across the Americas. We serve over one million customers each day. Our retail network meets the fuel and convenience needs of everyday consumers. Our commercial operations provide businesses with industrial fuels so that they can better serve their customers. In addition to meeting our customers’ needs for essential fuels, we provide a range of choices to help them lower their environmental impact. These include renewable fuels sourcing, manufacturing and blending, carbon and renewables trading, solar power, and ultra-fast EV charging. With approximately 4,000 retail and commercial locations across Canada, the United States and the Caribbean region, we have developed supply, distribution and trading capabilities to accelerate growth and business performance.
Our strategy is focused on two pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers, cultivating their loyalty through proprietary brands, differentiated offers, our extensive network, competitive pricing, reliable service, and our compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community and respect, which are deeply embedded across our organization.
