CGI Group Inc. announced today that it intends to purchase for cancellation Class A subordinate voting shares (“Class A Shares”) under a specific share repurchase program (the “Program”). The Program will form part of the current normal course issuer bid (the “NCIB”), the renewal of which was announced on January 27, 2016, for up to 21,425,992 Class A shares.
CGI has entered into a program agreement (the “Agreement”) with a third party to repurchase Class A Shares through daily purchases that will take place between December 7, 2016 and February 3, 2017, subject to a maximum of 2,750,000 Class A Shares. Pursuant to the terms of the Agreement, and subject to the conditions of an issuer bid exemption order issued by the Ontario Securities Commission (the “Order”), the third party will purchase Class A shares on Canadian markets for the purpose of ultimately fulfilling its delivery obligations to CGI under the Agreement. The price that CGI will pay for any Class A Shares purchased by it from the third party under the Agreement will be negotiated by CGI and the third party and will be at a discount to the volume weighted average trading price of the Class A shares on the Canadian markets on the date of the purchase. Information regarding the number of Class A Shares purchased and the aggregate price paid will be available on Sedar following the completion of the Program.
Pursuant to the terms of the Agreement and the Order, all purchases made by the third party or its agents on the Toronto Stock Exchange (“TSX”) and other Canadian markets pursuant to the Program will be made in accordance with the TSX rules applicable to the NCIB, subject to limited exceptions as provided in the Order. In addition, CGI and any non-independent purchasing agent acting on its behalf are prohibited from purchasing any other Class A Shares from December 7, 2016 until the earlier of February 3, 2017 and the date on which CGI will have purchased the maximum number of Class A Shares under the Program. CGI will acquire Class A shares from the third party pursuant to the Agreement as part of the NCIB and such Class A Shares will be cancelled upon purchase by CGI.