01 March 2023, Saskatchewan: Nutrien Ltd. (TSX and NYSE: NTR) today announced that the Toronto Stock Exchange (TSX) has accepted Nutrien’s notice to commence a normal course issuer bid (NCIB) to purchase outstanding common shares representing up to five percent of its issued and outstanding common shares.
Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the New York Stock Exchange and/or alternative trading systems in Canada and the U.S., or as otherwise permitted under applicable securities laws. The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Nutrien. Nutrien believes that purchasing its own common shares represents an attractive investment opportunity, is in the best interests of the company and is consistent with Nutrien’s objective of returning capital to shareholders over time. As of February 15, 2023, Nutrien had 499,243,897 common shares outstanding and, therefore, is permitted to repurchase up to 24,962,194 of its outstanding common shares pursuant to the NCIB. Common shares purchased under the NCIB will be cancelled.
The NCIB will be effected in accordance with the TSX normal course issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, which contain restrictions on the number of common shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes of Nutrien’s common shares on the applicable exchange. Subject to exceptions for block purchases, Nutrien will limit daily purchases of common shares on the TSX in connection with the NCIB to no more than twenty five percent (324,437 common shares) of the average daily trading volume of the common shares on the TSX (1,297,749 common shares) during any trading day. Purchases under the NCIB will be made through open market purchases at market price, as well as by other means as may be permitted under applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price as provided in such exemption order. Purchases of common shares may commence on March 1, 2023 and will expire on the earlier of February 29, 2024, the date on which the company has acquired the maximum number of common shares allowable under the NCIB or otherwise decides not to make any further repurchases under the NCIB. Nutrien has entered into an automatic purchase plan with a broker which will enable Nutrien to provide standard instructions and purchase common shares on the open market during self-imposed blackout periods. Outside of these black-out periods, common shares may be purchased in accordance with management’s discretion.
Nutrien’s prior NCIB for the purchase of up to 55,111,110 common shares has expired on February 7, 2023. As of February 15, 2023, Nutrien repurchased an aggregate of 55,111,110 common shares at a weighted-average price of US$84.86 per share, for an aggregate of US$4,676,588,594 under the prior NCIB. Purchases were made on the open market.
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