TMX Group Inc.'s (TMX Group) Board of Directors has authorized the purchase of up to 7,592,582 of its common shares by way of normal course purchases on Toronto Stock Exchange (TSX), subject to regulatory approval. These common shares represent 10% of the public float on July 29, 2008. By July 22, 2008, TMX Group had purchased the maximum number of common shares possible under its previous NCIB which was announced on July 25, 2007. Under that plan TMX Group purchased 6,841,051 of its common shares for an aggregate of $292.7 million and a weighted average price per share of $42.79.
"In making the decision to launch a new share repurchase program, the Board of Directors considered various factors, including the company's ongoing ability to generate cash, its proven ability to raise capital in the debt markets and the resources required to execute growth strategies," said Wayne Fox, Chair of TMX Group. "Our decision is also consistent with the comments we made when we announced the combination with the Montreal Exchange."
The purchases may commence on the date that is two trading days after the latest of (i) the date of acceptance by TSX of TMX Group's notice of intention in final executed form, and (ii) the date that TMX Group issues the press release required by TSX, but not earlier than August 7, 2008, one day after the expiry date of the previous NCIB. It is expected that the purchases will terminate not more than one year after the purchases commence, or on such earlier date as TMX Group may complete its purchases.
The Company intends to enter into a new pre-defined plan with its designated broker to allow for the repurchase of common shares at times when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise.
Commenting on the NCIB, Thomas Kloet, Chief Executive Officer of TMX Group, said "Implementing this NCIB is a good use of our resources, while providing flexibility as we pursue our growth strategies. I am very optimistic about TMX Group's future prospects."
Purchases will be made by TMX Group in accordance with applicable regulatory requirements and the price which TMX Group will pay for any such common shares will be the market price of such shares at the time of acquisition. TMX Group may enter into one or more private agreements to purchase common shares, provided that it first obtains an order from the relevant securities regulatory authority to permit such agreements. All purchased common shares will be cancelled.
TMX Group believes that the market price of its common shares could be such that their purchase may be an attractive and appropriate use of corporate funds in light of potential benefits to remaining shareholders.
To the knowledge of TMX Group, no director, senior officer or other insider of TMX Group currently intends to sell any common shares under this bid. However, sales by such persons through the facilities of TSX 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 shares are purchased would be the same as the benefits available to all other holders whose shares are purchased.