01—Abstract
Summary
Summary of the 8-K filed September 26, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 26, 2024, Ovintiv Inc. (NYSE, TSX: OVV) furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) announcing that the Toronto Stock Exchange accepted its notice to renew its normal course issuer bid (NCIB).
The renewed program allows the company to purchase up to 25,920,545 common shares during the 12-month period from October 3, 2024 to October 2, 2025, which the filing states represents 10 percent of Ovintiv's public float as of September 20, 2024. The company said the buyback is consistent with its capital allocation framework, which returns at least 50 percent of post base dividend Non-GAAP Free Cash Flow to shareholders. The company also renewed its automatic share purchase plan (ASPP), which lets its designated broker buy shares under the NCIB during regulatory restrictions and customary self-imposed blackout periods.
Purchases will be made on the TSX, NYSE, other designated exchanges and alternative trading systems, subject to Rule 10b-18. Daily TSX purchases are limited to 27,639 shares, based on average daily trading volume of 110,556 shares over the most recent six months, other than block purchase exceptions.
Under the expiring NCIB (October 3, 2023 to October 2, 2024), Ovintiv had purchased 12,747,485 common shares at a weighted average price of US$46.44a per share, against an approved maximum of 26,734,819 shares. The filing notes that repurchases on U.S. marketplaces above 5 percent of outstanding shares are permitted under a 2022 exemption order, and it refers readers to the 2024 second-quarter Form 10-Q for the other conditions.
02—Key points
Key Highlights
- Toronto Stock Exchange accepted the renewal of the NCIB for up to 25,920,545 common shares, covering October 3, 2024 to October 2, 2025.
- The authorized repurchase amount equals 10 percent of Ovintiv's public float as of September 20, 2024, per TSX rules.
- The company renewed its automatic share purchase plan (ASPP), allowing purchases during blackout periods.
- The buyback supports the capital allocation framework of returning at least 50 percent of post base dividend Non-GAAP Free Cash Flow to shareholders.
- Under the expiring NCIB, Ovintiv bought 12,747,485 shares at a weighted average price of US$46.44, against an approved maximum of 26,734,819 shares.
- Daily TSX purchases are capped at 27,639 shares, based on average daily trading volume of 110,556 shares over the prior six months, excluding block exceptions.
- Ovintiv may repurchase up to 10 percent of public float on U.S. marketplaces under a 2022 exemption order, subject to the aggregate limit over the 12-month period.
03—Questions
Frequently Asked Questions
How many shares can Ovintiv repurchase under the renewed program?
The TSX accepted a notice to purchase up to 25,920,545 common shares during the 12-month period commencing October 3, 2024 and ending October 2, 2025. The filing states this equals 10 percent of Ovintiv's public float as of September 20, 2024.
What is the company's stated policy for returning cash to shareholders?
The company said the buyback is consistent with its capital allocation framework, which returns at least 50 percent of post base dividend Non-GAAP Free Cash Flow to shareholders.
What is the automatic share purchase plan (ASPP)?
The ASPP lets Ovintiv instruct its designated broker during non-blackout periods to buy shares under the NCIB. Those instructions cannot be varied or suspended during blackout periods, when the company would ordinarily be restricted from buying. All ASPP purchases count toward the NCIB total.
How much did Ovintiv repurchase under the expiring NCIB?
Under the NCIB covering October 3, 2023 to October 2, 2024, which allowed up to 26,734,819 shares, Ovintiv purchased 12,747,485 common shares at a weighted average price of US$46.44 per share across the TSX, NYSE and alternative trading systems.
Are the shares repurchased retired?
The filing states that common shares acquired under the NCIB may be cancelled or returned to treasury as authorized but unissued shares.
04—Continue