Canada Goose Holdings Inc. has 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 4,556,841 subordinate voting shares of Canada Goose over the twelve-month period commencing on November 22, 2024 and ending no later than November 21, 2025. This represents approximately 10 percent of the 45,568,419 subordinate voting shares comprising the public float (the Public Float) determined in accordance with TSX requirements as at November 8, 2024. As at November 8, 2024, there were 45,800,210 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 59,195 subordinate voting shares representing 25 percent of the average daily trading volume of 236,781 subordinate voting shares, as calculated per the TSX rules for the six-month period starting on May 1, 2024 and ending on October 31, 2024.
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 percent 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 percent of its outstanding subordinate voting shares at the beginning of any 12-month period as Canadian securities laws would otherwise provide.
The company said a copy of the decision from the OSC has been filed under Canada Goose’s SEDAR+ profile at sedarplus.ca.
