iA Financial Group Announces the early renewal of its Normal Course Issuer Bid
The board of directors of iA Financial Corporation Inc. (TSX: IAG) (“iA Financial Group” or the “Corporation”) has authorized the early termination of the normal course issuer bid effective since December 6, 2021 (“Terminated NCIB”) and authorized the establishment of a new NCIB (“NCIB”). The Terminated NCIB will expire at the close of markets on November 11, 2022 and the NCIB will begin on November 14, 2022 and end on November 13, 2023.
Under the Terminated NCIB that would have expired on December 5, 2022, the Corporation purchased on the Toronto Stock Exchange (“TSX”) 2,607,214 common shares out of the 5,382,503 common shares it was authorized to repurchase, at a weighted average price paid per common share of approximately CDN $66.84. As a result, the 2,607,214 common shares purchased under the Terminated NCIB will be deducted from the NCIB annual limit as per the requirements of the TSX.
With the approval of the TSX and of the Autorité des marchés financiers, the board of directors has authorized the Corporation to purchase, in the normal course of its activities, from November 14, 2022 to November 13, 2023, up to 7,872,259 common shares (representing approximately 7.48% of the 105,139,102 common shares of its public float as at November 1, 2022) including the 2,607,214 common shares purchased under the Terminated NCIB, for net new purchases of up to 5,265,045 common shares (representing 5% of the 105,300,913 issued and outstanding common shares as at November 1, 2022).
The purchases for the NCIB will be made at market price at the time of purchase through the facilities of the TSX or an alternative Canadian trading system, in accordance with market rules and policies. The common shares purchased will be cancelled. iA Financial Group believes that the purchase of its common shares represents an appropriate use of its funds and would be in the best interests of the Corporation and its shareholders.
The average daily trading volume of the Corporation’s common shares was 222,088 on the TSX over the last six complete calendar months ending October 31, 2022 (“ADTV”). Under TSX rules, the Corporation is entitled to purchase up to the greater of: 25% of the ADTV of the common shares; or 1,000 common shares on any trading day; or a larger amount of common shares per calendar week, subject to the maximum number that may be acquired under the NCIB if the transaction meets the block purchase exception under TSX rules. Accordingly, unless a block purchase meeting the block purchase exception under TSX rules is made, the Corporation is entitled to purchase up to 49,469 common shares per day, being the daily limit under the Terminated NCIB, from November 14, 2022 until the end of day on December 5, 2022. From December 6, 2022 until the expiry of the NCIB, the Corporation is entitled to purchase up to 55,522 common shares per day.
In connection with the NCIB, iA Financial Group has entered into an automatic share repurchase plan (the “Automatic Plan”). The Automatic Plan, which has been pre-cleared by the TSX, will provide for the potential repurchase of common shares at any time, including when the Corporation ordinarily would not be active in the market due to its self-imposed trading blackout periods, insider trading rules, or otherwise. The actual number of common shares purchased under the Automatic Plan, the timing of such purchases and the price at which common shares are purchased will depend on future market conditions. The Automatic Plan will commence immediately and terminate when the NCIB terminates. The Corporation may otherwise vary, suspend or terminate the Automatic Plan only if it does not have material non-public information and the decision to vary, suspend or terminate the Automatic Plan is not taken during a self-imposed trading blackout period. The Plan constitutes an “automatic plan” for purposes of applicable Canadian securities legislation.
Shareholders may obtain a copy of the documents filed with the TSX concerning this bid by writing to the Corporate Secretary of iA Financial Group.
This document may contain statements relating to strategies used by iA Financial Group or statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “may”, “will”, “could”, “should”, “would”, “suspect”, “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, and “continue” (or the negative thereof), as well as words such as “objective”, “goal”, “guidance”, “outlook” and “forecast”, or other similar words or expressions. Such statements constitute forward-looking statements within the meaning of securities laws. In this document, forward-looking statements include, but are not limited to, expectations regarding the Corporation’s plans to purchase for cancellation shares under its normal course issuer bid. These statements are not historical facts; they represent only expectations, estimates and projections regarding future events and are subject to change.
Although iA Financial Group believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. In addition, certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements.
Material factors and risks that could cause actual results to differ materially from expectations include, but are not limited to: insurance, market, credit, liquidity, strategic and operational risks, such as: general business and economic conditions; level of inflation; level of competition and consolidation; changes in laws and regulations, including tax laws and changes made to capital and liquidity guidelines; actions by regulatory authorities that may affect the business or operations of iA Financial Group or its business partners; risks associated with the regional or global political and social environment; risks related to climate change including the transition to a low-carbon economy and iA Financial Group’s ability to satisfy stakeholder expectations on environmental, social and governance issues; data and cyber risks; risks related to human resources; hedging strategy risks; liquidity of iA Financial Group, including the availability of financing to meet existing financial commitments on their expected maturity dates when required; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; the occurrence of natural or man-made disasters, international conflicts, pandemic diseases (such as the current COVID-19 pandemic) and acts of terrorism.
Material factors and assumptions used in the preparation of financial outlooks include, but are not limited to: accuracy of accounting policies and best estimate actuarial and economic assumptions used by the Company such as mortality, morbidity, longevity and policyholder behaviour; different business growth rates per business unit; no unexpected material changes in the economic, competitive, insurance, legal or regulatory environment or actions by regulatory authorities that could have a material impact on the business or operations of iA Financial Group or its business partners; risks and conditions; and the Company’s recent performance and results, as discussed elsewhere in this document.
Potential impacts of the COVID-19 pandemic – Since March 2020, the COVID-19 pandemic has had major, unprecedented implications for both society and the economy. The overall impact of the COVID-19 pandemic is still uncertain and depends on many factors, such as the progression of the virus, the emergence of new variants, the duration of the pandemic, potential treatments and therapies, the availability of vaccines, the effectiveness of government measures to slow the virus’s spread and the impact of those measures on the economy. As a result, we cannot accurately predict the total bearing the pandemic will have, but the impact on iA Financial Group’s business and financial results could be material. However, despite the short-term negative impacts of the pandemic on its results, iA Financial Group remains financially solid. In addition, iA Financial Group’s business continuity protocol has continued, ensuring that the quality of service clients receive is similar to or better than before the pandemic and enabling employees and advisors to continue to work safely and securely.
Potential impact of geopolitical conflicts – Since February 2022, Russia’s military invasion of Ukraine and the related sanctions and economic fallout have had several impacts on global financial markets, exacerbating the volatility already present since the beginning of the year. The outlook for financial markets over the short and medium term remains highly uncertain and vulnerable, in part due to continued geopolitical tensions. The Company continues to monitor potential impacts of the conflict. These impacts could negatively affect the Company’s financial outlook, results and operations.
Additional information about the material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the “Risk Management” section of the Management’s Discussion and Analysis for 2021, the “Management of Risks Associated with Financial Instruments” note to the audited consolidated financial statements for the year ended December 31, 2021, and elsewhere in iA Financial Group’s filings with the Canadian Securities Administrators, which are available for review at sedar.com.
The forward-looking statements in this document reflect iA Financial Group’s expectations as of the date of this document. iA Financial Group does not undertake to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as required by law.