NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Amounts in CAD unless otherwise indicated
- Authorized to purchase the maximum number of common shares of EFN under the rules of the TSX
TORONTO, Nov. 11, 2022 (GLOBE NEWSWIRE) — Element Fleet Management Corp. (TSX: EFN) (“Element” or the “Company”) today announced that the Toronto Stock Exchange (the “TSX”) has approved the Notice of Intention to Renew its Normal Course Issuer Bid (the “OPRCA”) targeting its issued and outstanding common shares (the “Common Shares”) as part of its capital return strategy.
Pursuant to the TSX-approved issuer bid, the Company may purchase on the open market (or otherwise as permitted) up to 39,228,719 common shares, representing approximately 10% of the “public float” of shares, at its option, during the period beginning on November 15, 2022 and ending earlier between November 14, 2023 and the completion of the purchases under the issuer bid. The actual number of common shares that may be purchased under the issuer bid and the timing of such purchases will be determined by the management of the Company, subject to applicable laws and the rules of the TSX.
Under TSX rules, during the six months ended October 31, 2022, the average daily trading volume of common shares on the TSX was 813,132 and accordingly daily purchases on the TSX in accordance with issuer bid will be limited to 203,283 Common Shares, other than purchases made under the bulk purchase exception. As of November 1, 2022, the Company had 393,055,672 common shares issued and outstanding and a “public float” of 392,287,191 common shares.
Purchases under the issuer bid are expected to be made through the facilities of the TSX or alternative trading systems in Canada at prevailing market prices or otherwise permitted. The issuer bid will be funded with existing cash and all common shares purchased by the Company pursuant to the issuer bid will be cancelled. The Company believes that the OPRCNA is in the best interests of the Company and constitutes a desirable use of its funds.
Pursuant to the current issuer bid which commenced on November 15, 2021 and will close on November 14, 2022, the Company has sought and received approval from the TSX to purchase up to 40,968,811 common shares for cancellation. For the period from the start of the current OPRA until October 31, 2022 inclusive, the Company has repurchased for cancellation an aggregate of 18,614,000 common shares for approximately $250 million, including commission, at an average price volume-weighted $13.43 per common share.
The Company applies trade date accounting to determine the date at which the share repurchase is reflected in its consolidated financial statements. Trade date accounting is the date on which management commits the Company to purchase the common shares. Pursuant to the current issuer bid, the Company has purchased common shares on the Toronto Stock Exchange and alternative trading systems in Canada.
The Company will also enter into an automatic securities purchase plan (“SAP”) with an independent designated broker to facilitate redemptions of Common Shares. The ASPP has been approved by the TSX and will be effective on or about November 11, 2022. Pursuant to the ASPP, the Company’s independent Designated Broker may purchase Common Shares pursuant to the Tender Bid at times when the Company would not normally be allowed to, due to its regular self-imposed blackout periods. Prior to the commencement of any particular internal trading blackout period, the Company may, but is not required to, direct its designated independent broker to effect purchases of Common Shares pursuant to the Issuer Bid at during the following blackout period in accordance with the terms of the tender offer. . Such purchases will be determined by the Independent Designated Broker in its sole discretion based on parameters established by the Company prior to the commencement of the applicable Blackout Period in accordance with the terms of the ESAP and applicable TSX rules. Outside of these blackout periods, the Common Shares will continue to be redeemable by the Company at its option under the Tender Offer.
The ASPP will terminate on the earliest of the following dates: (a) the purchase limit specified in the ASPP has been reached, (b) the purchase limit under the applicable tender offer has been reached , (c) the Company terminates the ASPP in accordance with its terms, in which event the Company will issue a press release confirming such termination, and (d) the applicable tender offer will be terminated.
About Element Fleet Management
Element Fleet Management (TSX:EFN) is the world’s largest pure automotive fleet manager, providing the full range of fleet services and solutions to a growing base of loyal world-class customers – corporate, government and not-for- profits – across North America, Australia and New Zealand. Element benefits from a proven resilient cash flow, a significant portion of which is returned to shareholders in the form of dividends and share buybacks; a scalable operating platform that amplifies revenue growth into profit growth; and a capital-light scalable business model that improves return on equity. Element’s services address all aspects of customers’ fleet needs, from vehicle acquisition, maintenance, accidents and remarketing to electric vehicle onboarding and complexity management the gradual electrification of the fleet. Customers benefit from Element’s expertise as the largest fleet solutions provider in its markets, delivering economies of scale and unrivaled insights used to reduce fleet operating costs and improve productivity and performances. For more information, visit www.elementfleet.com/investors.
This press release contains forward-looking statements regarding Element and its business. These statements are based on Element’s management’s current expectations and views of future events. In some instances, forward-looking statements may be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, ” potential”, “estimate”, “believe” or the negative form of these terms, or other similar expressions intended to identify forward-looking statements, including, without limitation, statements regarding Element’s improvements in current profitability ; improvements to customer service experience and service levels; improving financial performance; improved customer retention trends; reduction in operating expenses; increased efficiency; EV Strategy and Capabilities; global adoption rates of electric vehicles; Element’s dividend policy and payment of future dividends; transformation of its core business; creation of value for all stakeholders; expectations regarding syndication; growth prospects and expected revenue growth; level of workforce engagement; improving the magnitude and quality of income; hiring and retention of executives; focus and discipline in investing; balance sheet management and leverage ratio reduction plans; the anticipated benefits of the balanced scorecard initiative; Element’s proposed share purchases, including the number of common shares to be purchased, the timing thereof; the acceptance by the TSX of the issuer bid and any renewal thereof; Element entering the ASPP; and expectations regarding financial performance. No forward-looking statement can be guaranteed. Forward-looking statements and information, by their nature, are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause Element’s actual results, performance or achievements, or industry results, are materially different from future results, performance or results. achievements expressed or implied by such forward-looking statements or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. These risks and uncertainties include those relating to the ongoing COVID-19 pandemic, risks relating to the fleet management and financial industries, economic factors and numerous other factors beyond Element’s control. An analysis of the material risks and assumptions associated with this outlook can be found in Element’s Annual MD&A and Annual Information Form for the year ended December 31, 2021, each filed on SEDAR and available at www. .sedar. com. Except as required by applicable securities laws, forward-looking statements speak only as of the date they are made, and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether whether as a result of new information, future events, or otherwise.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “United States Securities Act”) or any state securities law and may not be offered or sold in the United States or to US persons unless registered under United States securities law and applicable state securities laws or an exemption from such registration is available.