TORONTO and TAMPA, FL, U.S. — Cott Corporation (“Cott” or the “Company”) announced today that the Company’s Board of Directors has approved a new 12-month share repurchase program of up to $50 million (the “New Plan”). The New Plan is scheduled to commence on December 14, 2018 and will replace the existing program, which was scheduled to expire on May 6, 2019 (the “Existing Plan”).
Under the Existing Plan, 13,768,557 common shares were authorized for repurchase during the 12-month period that commenced on May 7, 2018, subject to an aggregate $50 million cap.
The Company repurchased a total of 2,958,882 million shares of the Company’s outstanding shares through the facilities of the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (the “NYSE”) at a weighted average price of $15.48 per security, for a total cost of approximately $45.8 million.
The Company’s Board of Directors has determined that the repurchase of a portion of Cott’s outstanding common shares under the New Plan is an appropriate use of available cash and is in the best interests of Cott and its shareowners.
In order to facilitate repurchases, the TSX has approved Cott’s notice of intention to make a normal course issuer bid for a portion of its common shares as appropriate opportunities arise from time to time.
The total size of the repurchase is capped at $50 million. Repurchases will be made through the facilities of the TSX, the NYSE and other alternative Canadian and U.S. trading systems in accordance with applicable regulatory requirements, including Rule 10b-18 of the Securities Exchange Act of 1934. Cott may begin to purchase common shares under the New Plan on or about December 14, 2018.
The Existing Plan will terminate concurrently with the commencement of the New Plan on December 14, 2018.
“We are pleased to announce today that a new share repurchase program has been approved by our Board of Directors and the TSX. With approximately $45.8 million of share repurchases completed in 2018 to date, we wanted to provide for additional capacity to complete opportunistic repurchases as this program is an integral part of our capital deployment strategy which also incorporates an acceleration of our complementary tuck-in acquisition plan,” commented Mr. Harrington, Cott’s incoming Chief Executive Officer.
As of December 10, 2018, Cott’s public float was 135,236,142 common shares, with 137,727,007 common shares issued and outstanding. Pursuant to the notice, up to 10% of the public float less the common shares that had been repurchased under the Existing Plan, or 10,564,732 common shares, may be repurchased during the 12-month period commencing December 14, 2018 and ending on December 13, 2019, subject to the aggregate $50 million cap.
Of this amount, up to 6,886,350 common shares may be repurchased through the facilities of the NYSE. Common shares will be repurchased at then-current market prices. Pursuant to the TSX rules, the maximum number of common shares that may be repurchased during a single trading day on the TSX is 45,401, representing 25% of the average daily trading volume of 181,605 of Cott’s common shares on the TSX for the past six months, subject to certain exceptions for block repurchases.
Rule 10b-18 contains similar volume-based restrictions on daily purchases on the NYSE, subject to certain exceptions for block repurchases. The Company will fund the purchases through cash on hand, and repurchased common shares will be cancelled.
The notice of intention provides that no appraisal or valuation regarding Cott, its material assets or securities, has been prepared within the two years preceding the date of the notice.
To the knowledge of the Company, no director, senior officer or other insider of the Company currently intends to sell any common shares under the bid. However, sales by such persons through the facilities of the TSX or NYSE may occur if the personal circumstances of any such person change or any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose common shares are purchased would be the same as the benefits available to all other securityholders whose common shares are purchased.
Cott will amend its existing automatic purchase plan to include purchases under the New Plan. At the time of the amendment, Cott will not possess knowledge of any material fact or material change about the Company, the common shares or any of its securities that have not been generally disclosed. The automatic purchase plan will allow for the purchase of common shares, subject to certain trading parameters, at times when Cott ordinarily would not be active in the market due to its own internal trading black-out period, insider trading rules or otherwise. Outside of these periods, common shares may also be repurchased in accordance with management’s discretion and in compliance with applicable law.
