AtkinsRéalis Announces Renewal of Normal Course Issuer Bid

MONTREAL, March 1, 2024 /CNW/ – AtkinsRéalis [SNC-Lavalin Group Inc.] (TSX: ATRL), a fully integrated professional services and project management company with offices around the world, is pleased to announce today that the Toronto Stock Exchange (the “TSX”) has approved the renewal of the Company’s normal course issuer bid (the “NCIB”) to purchase for cancellation up to 1,500,000 common shares of the Company (the “Common Shares”) over the twelve-month period commencing on March 8, 2024 and ending no later than March 7, 2025, representing 0.85% of the issued and outstanding Common Shares as of February 23, 2024.

The Company has established an automatic share purchase plan with its designated broker to facilitate the purchase of Common Shares under the NCIB during times when the Company would ordinarily not be permitted to purchase due to regulatory restrictions or self-imposed black-out periods. Before entering a black-out period, the Company may, but is not required to, instruct the broker to make purchases under the NCIB during such period based on parameters set by the Company in accordance with the automatic share purchase plan, TSX Rules and applicable securities laws. The plan has been pre-cleared by the TSX and will be implemented effective March 8, 2024.

The Company believes that in the appropriate circumstances, the purchase of Common Shares may be an effective use of its funds and in the best interest of the Company and its shareholders.

The Company will also be permitted to purchase its Common Shares from Caisse de dépôt et placement du Québec (“CDPQ”) in accordance with an exemption granted by the TSX in connection with the NCIB in order to maintain CDPQ’s proportionate shareholding percentage as close as possible to, without exceeding, 19.9% of the issued and outstanding Common Shares. The maximum number of Common Shares that may be purchased pursuant to the NCIB will include the number of Common Shares purchased by the Company from CDPQ.

Purchases from CDPQ will be made during the TSX’s Special Trading Session pursuant to an automatic disposition plan agreement between the Company’s broker, the Company and CDPQ (the “ADP Agreement”). Purchases from CDPQ will be made on trading days, as required by the ADP Agreement, on which the Company makes a purchase from other shareholders. In the event that CDPQ does not sell Common Shares on any trading day as required by the terms of the ADP Agreement (other than as a result of certain market disruption events), the TSX exemption will cease to apply and the Company will not be permitted to make any further purchases from CDPQ under the terms of the NCIB. Additionally, the ADP Agreement will terminate automatically upon CDPQ selling any number of Common Shares other than pursuant to the ADP Agreement, whether through the facilities of the TSX or otherwise.

All Common Shares purchased pursuant to the NCIB, including those purchased from CDPQ, will be cancelled. The timing and amount of purchases under the NCIB are subject to management discretion based on various factors. These purchases are to be made through the facilities of the TSX, other designated exchanges or Canadian alternative trading systems, in accordance with the TSX’s policy on normal course issuer bids, or otherwise as may be permitted by applicable securities laws and regulations. 

During the period that the NCIB is outstanding, the Company does not intend to make purchases of its Common Shares other than by means of open market transactions or such other means as may be permitted by securities regulatory authorities from time to time and as applicable, including block purchases of Common Shares. The Company may also purchase shares privately from time to time after obtaining exemption orders from applicable securities regulatory authorities. Any such private purchase made under an exemption order issued by a securities regulatory authority will be at a discount from the prevailing market price, as provided in the exemption order.

On February 23, 2024, the Company had 175,554,252 Common Shares issued and outstanding, 120,338,990 of which made up the public float. The average daily trading volume of the Common Shares through the facilities of the TSX over the last six completed calendar months was 323,491 (the “ADTV”). Accordingly, under the TSX Rules and policies, the Company is entitled on any trading day to purchase up to 25% of the ADTV, which totals 80,872 Common Shares, excluding Common Shares purchased from CDPQ pursuant to the ADP Agreement, for the next 12-month period of the normal course issuer bid. In excess of the daily 80,872 repurchase limit, the Company may also purchase, once a week, a block of Common Shares not owned by any insiders, which may exceed such daily limit, in accordance with the TSX Rules.

Under the Company’s normal course issuer bid that expires on March 7, 2024, the Company had received the approval of the TSX to purchase for cancellation a maximum of 1,500,000 Common Shares. The Company did not purchase any Common Shares under this normal course issuer bid.

About AtkinsRéalis

Created by the integration of long-standing organizations dating back to 1911, AtkinsRéalis is a world-leading professional services and project management company dedicated to engineering a better future for our planet and its people. We create sustainable solutions that connect people, data and technology to transform the world’s infrastructure and energy systems. We deploy global capabilities locally to our clients and deliver unique end-to-end services across the whole life cycle of an asset including consulting, advisory & environmental services, intelligent networks & cybersecurity, design & engineering, procurement, project & construction management, operations & maintenance, decommissioning and capital. The breadth and depth of our capabilities are delivered to clients in strategic sectors such as Engineering Services in key regions (Canada, the United States, the United Kingdom, as well as Asia, the Middle East and Australia), Nuclear and Capital. News and information are available at www.atkinsrealis.com or follow us on LinkedIn. 

References in this press release, and hereafter, to the “Company”, “AtkinsRéalis”, “SNC-Lavalin”, “we”, “us” and “our” mean, as the context may require, SNC-Lavalin Group Inc. and all or some of its subsidiaries or joint arrangements or associates, or SNC-Lavalin Group Inc. or one or more of its subsidiaries or joint arrangements or associates.

Certain statements included in this press release, including, but not limited to, statements relating to the NCIB and potential purchases of Common Shares by the Company thereunder, or any other future events or developments and other statements that are not historical facts, constitute “forward-looking statements” which can be identified by the use of the conditional or forward-looking terminology such as  “aims”, “anticipates”, “assumes”, “believes”, “cost savings”, “estimates”, “expects”, “forecasts”, “goal”, “intends”, “likely”, “may”, “objective”, “outlook”, “plans”, “projects”, “should”, “synergies”, “target”, “vision”, “will”, or the negative thereof or other variations thereon. Forward-looking statements also include any other statements that do not refer to historical facts. Forward-looking statements also include statements relating to the following: i) future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses, project- or contract-specific cost reforecasts and claims provisions, and future prospects; and ii) business and management strategies and the expansion and growth of the Company’s operations. Specifically, there can be no assurance as to how many Common Shares, if any, will ultimately be acquired by the Company under the NCIB. All such forward-looking statements are made pursuant to the “safe-harbour” provisions of applicable Canadian securities laws. The Company cautions that, by their nature, forward-looking statements involve risks and uncertainties, and that its actual actions and/or results could differ materially from those expressed or implied in such forward-looking statements, or could affect the extent to which a particular projection materializes. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Company’s current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements made in this press release are based on a number of assumptions believed by the Company to be reasonable as at the date hereof. The assumptions are set out throughout the Company’s 2023 annual management’s discussion and analysis (the “2023 MD&A”), (particularly in the sections entitled “Critical Accounting Judgements and Key Sources of Estimation Uncertainty” and “How We Analyze and Report Our Results”). If these assumptions are inaccurate, the Company’s actual results could differ materially from those expressed or implied in such forward-looking statements. In addition, important risk factors could cause the Company’s assumptions and estimates to be inaccurate and actual results or events to differ materially from those expressed in or implied by these forward-looking statements. These risks include, but are not limited to, matters relating to: (a) fixed-price contracts or the Company’s failure to meet contractual schedule, performance requirements or to execute projects efficiently; (b) backlog and contracts with termination for convenience provisions; (c) contract awards and timing; (d) being a provider of services to government agencies; (e) international operations; (f) nuclear liability; (g) ownership interests in investments; (h) dependence on third parties; (i) supply chain disruptions; (j) joint arrangements and partnerships; (k) information systems and data and compliance with privacy legislation; (l) artificial intelligence (“AI”) and other innovative technologies; (m) qualified personnel; (n) strategic direction; (o) competition; (p) professional liability or liability for faulty services; (q) monetary damages and penalties in connection with professional and engineering reports and opinions; (r) gaps in insurance coverage; (s) health and safety; (t) work stoppages, union negotiations and other labour matters; (u) epidemics, pandemics and other health crises; (v) global climate change, extreme weather conditions and the impact of natural or other disasters; (w) environmental, social and governance (“ESG”); * divestitures and the sale of significant assets; (y) intellectual property; (z) liquidity and financial position; (aa) indebtedness; (bb) impact of operating results and level of indebtedness on financial situation; (cc) security under the CDPQ Loan Agreement (as defined in the Annual MD&A); (dd) dependence on subsidiaries to help repay indebtedness; (ee) dividends; (ff) post-employment benefit obligations, including pension-related obligations; (gg) working capital requirements; (hh) collection from customers; (ii) impairment of goodwill and other non-current intangible and tangible assets; (jj) the impact on the Company of legal and regulatory proceedings, investigations and dispute settlements; (kk) employee, agent or partner misconduct or failure to comply with anti-corruption and other government laws and regulations; (ll) reputation of the Company; (mm) inherent limitations to the Company’s control framework; (nn) environmental laws and regulations; (oo) global economic conditions; (pp) inflation; (qq) fluctuations in commodity prices; and (rr) income taxes.

The Company cautions that the foregoing list of factors is not exhaustive. For more information on risks and uncertainties, and assumptions that could cause the Company’s actual results to differ from current expectations, please refer to the sections “Risks and Uncertainties”, “How We Analyze and Report Our Results” and “Critical Accounting Judgements and Key Sources of Estimation Uncertainty” in the 2023 MD&A filed with the securities regulatory authorities in Canada, available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.atkinsrealis.com under the “Investors” section.

The forward-looking statements herein reflect the Company’s expectations as at the date of this press release and are subject to change after this date. The Company does not undertake to update publicly or to revise any written or oral forward-looking information or statements whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation.

AtkinsRéalis’ consolidated financial statements for the year ended December 31, 2023, the 2023 MD&A and other relevant financial materials are available in the Investors section of the Company’s website at www.atkinsrealis.com. These and other Company reports are also available on the website maintained by the Canadian Securities regulators at www.sedar.com.

SOURCE AtkinsRéalis