Pembina Pipeline Corporation ("Pembina" or the "Company") (TSX:
PPL; NYSE: PBA) announced today that the Toronto Stock Exchange
(the "TSX") has approved the renewal of Pembina's normal course
issuer bid (the "NCIB") to purchase up to five percent of its
issued and outstanding common shares.
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Under the NCIB, purchases of common shares may be made through
the facilities of the TSX, the New York Stock Exchange and/or
alternative Canadian trading systems, commencing on March 10, 2023
and expiring on the earlier of March 9, 2024 and the date on which
Pembina has acquired the maximum number of common shares allowable
under the NCIB or the date on which Pembina otherwise decides not
to make any further repurchases under the NCIB. As of February 28,
2023, Pembina had 550,336,701 common shares issued and outstanding
and is, therefore, permitted to repurchase up to 27,516,835 common
shares, being five percent of its issued and outstanding common
shares, pursuant to the NCIB. Common shares purchased under the
NCIB will be cancelled.
Pembina believes that, from time to time, the market price of
its common shares trade at prices that may not adequately reflect
their underlying value and the repurchase of common shares for
cancellation may represent an attractive use of the Company’s
financial resources. The actual number of common shares that may be
purchased, if any, the timing of any such purchases, and the price
at which the common shares are acquired will be determined based on
a number of factors, including Pembina’s financial performance and
flexibility in the context of its financial guardrails, the
availability of discretionary cash flow in excess of dividend and
capital funding requirements, and the risk-adjusted returns of
repurchasing common shares compared to other uses of cash,
including accretive capital investment opportunities and debt
reduction.
The NCIB will be effected in accordance with the TSX's normal
course issuer bid rules and/or Rule 10b-18 under the U.S.
Securities Exchange Act of 1934, as amended, which contain
restrictions on the manner and timing of repurchases, as well as
the number of common shares that may be purchased on a single day,
subject to certain exceptions for block purchases, based on the
average daily trading volumes of Pembina's common shares on the
applicable exchange. Subject to exceptions for block purchases,
Pembina will limit daily purchases of common shares on the TSX in
connection with the NCIB to no more than 25 percent (447,242 common
shares) of the six-month average daily trading volume of the common
shares on the TSX (1,788,969 common shares) during any trading day.
Purchases under the NCIB will be made through open market purchases
at the prevailing market price.
Pembina has entered into an automatic purchase plan with a
broker which will enable Pembina to provide standard instructions
and purchase common shares on the open market during self-imposed
blackout periods. Outside of these blackout periods, common shares
may be purchased in accordance with management's discretion.
Pembina's prior NCIB for the purchase of up to 27,518,100 common
shares will expire on March 9, 2023. As of February 28, 2023,
Pembina repurchased an aggregate of 7,154,228 common shares at a
weighted-average price of $46.55 per common share, excluding
brokerage fees, under its prior NCIB. Purchases were made on the
open market.
About Pembina
Pembina Pipeline Corporation is a leading energy transportation
and midstream service provider that has served North America's
energy industry for more than 65 years. Pembina owns an integrated
network of hydrocarbon liquids and natural gas pipelines, gas
gathering and processing facilities, oil and natural gas liquids
infrastructure and logistics services, and an export terminals
business. Through our integrated value chain, we seek to provide
safe and reliable energy solutions that connect producers and
consumers across the world, support a more sustainable future and
benefit our customers, investors, employees and communities. For
more information, please visit www.pembina.com.
Purpose of Pembina: We deliver extraordinary energy solutions so
the world can thrive.
Pembina is structured into three Divisions: Pipelines Division,
Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on the Toronto and New York stock
exchanges under PPL and PBA, respectively. For more information,
visit www.pembina.com.
Forward-Looking Information and Statements
This news release contains certain forward-looking statements
and forward-looking information (collectively, "forward-looking
statements"), including forward-looking statements within the
meaning of the "safe harbor" provisions of applicable securities
legislation, that are based on Pembina's current expectations,
estimates, projections and assumptions in light of its experience
and its perception of historical trends. In some cases,
forward-looking statements can be identified by terminology such as
"continue", "anticipate", "schedule", "will", "expects",
"estimate", "potential", "planned", "future", "outlook",
"strategy", "protect", "trend", "commit", "maintain", "focus",
"ongoing", "believe" and similar expressions suggesting future
events or future performance.
In particular, this news release contains forward-looking
statements pertaining to, without limitation, Pembina's intention
to commence the NCIB and the timing, methods and quantity of any
purchases of common shares under the NCIB.
The forward-looking statements are based on certain assumptions
that Pembina has made in respect thereof as at the date of this
news release regarding, among other things: prevailing commodity
prices, margins and exchange rates, that Pembina's businesses will
continue to achieve sustainable financial results and that future
results of operations will be consistent with past performance and
management expectations in relation thereto, the availability and
sources of capital, operating costs, ongoing utilization and future
expansions, the ability to reach required commercial agreements,
and the ability to obtain required regulatory approvals.
Although Pembina believes the expectations and material factors
and assumptions reflected in these forward-looking statements are
reasonable as of the date hereof, there can be no assurance that
these expectations, factors and assumptions will prove to be
correct. These forward-looking statements are not guarantees of
future performance and are subject to a number of known and unknown
risks and uncertainties that could cause actual events or results
to differ materially, including, but not limited to: the regulatory
environment and decisions, and Indigenous and landowner
consultation requirements; the impact of competitive entities and
pricing; reliance on third parties to successfully operate and
maintain certain assets; reliance on key relationships and
agreements and the outcome of stakeholder engagement; labour and
material shortages; the strength and operations of the oil and
natural gas production industry and related commodity prices;
non-performance or default by counterparties to agreements which
Pembina or one or more of its affiliates has entered into in
respect of its business; actions by joint venture partners or other
partners which hold interests in certain of Pembina's assets;
actions by governmental or regulatory authorities, including
changes in tax laws and treatment, changes in royalty rates,
changes in regulatory processes or increased environmental
regulation; the ability of Pembina to acquire or develop the
necessary infrastructure in respect of future development projects;
fluctuations in operating results; adverse general economic and
market conditions, including potential recessions in Canada, North
America and worldwide resulting in changes, or prolonged
weaknesses, as applicable, in interest rates, foreign currency
exchange rates, inflation rates, commodity prices, supply/demand
trends and overall industry activity levels; risks related to the
potential impacts of the COVID-19 pandemic; constraints on the, or
the unavailability of, adequate infrastructure; the political
environment in North America and elsewhere, and public opinion; the
ability to access various sources of debt and equity capital;
adverse changes in credit ratings; counterparty credit risk;
technology and cyber security risks; natural catastrophes; and
certain other risks detailed in Pembina's Annual Information Form
and Management's Discussion and Analysis, each dated February 23,
2023 for the year ended December 31, 2022, and from time to time in
Pembina's public disclosure documents available at www.sedar.com,
www.sec.gov and through Pembina's website at www.pembina.com.
This list of risk factors should not be construed as exhaustive.
Readers are cautioned that events or circumstances could cause
actual results to differ materially from those predicted,
forecasted, or projected. The forward-looking statements contained
in this news release speak only as of the date hereof. Pembina does
not undertake any obligation to publicly update or revise any
forward-looking statements contained herein, except as required by
applicable laws. The forward-looking statements contained in this
news release are expressly qualified by this cautionary
statement.
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Investor Relations (403) 231-3156 1-855-880-7404 e-mail:
investor-relations@pembina.com www.pembina.com
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