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MONTRÉAL, Dec. 2, 2016 /PRNewswire/ - CGI Group Inc. (TSX: GIB.A) (NYSE: GIB) announced today that it intends to purchase for cancellation Class A subordinate voting shares ("Class A Shares") under a specific share repurchase program (the "Program"). The Program will form part of the current normal course issuer bid (the "NCIB"), the renewal of which was announced on January 27, 2016, for up to 21,425,992 Class A shares.
CGI has entered into a program agreement (the "Agreement") with a third party to repurchase Class A Shares through daily purchases that will take place between December 7, 2016 and February 3, 2017, subject to a maximum of 2,750,000 Class A Shares. Pursuant to the terms of the Agreement, and subject to the conditions of an issuer bid exemption order issued by the Ontario Securities Commission (the "Order"), the third party will purchase Class A shares on Canadian markets for the purpose of ultimately fulfilling its delivery obligations to CGI under the Agreement. The price that CGI will pay for any Class A Shares purchased by it from the third party under the Agreement will be negotiated by CGI and the third party and will be at a discount to the volume weighted average trading price of the Class A shares on the Canadian markets on the date of the purchase. Information regarding the number of Class A Shares purchased and the aggregate price paid will be available on Sedar following the completion of the Program.
Pursuant to the terms of the Agreement and the Order, all purchases made by the third party or its agents on the Toronto Stock Exchange ("TSX") and other Canadian markets pursuant to the Program will be made in accordance with the TSX rules applicable to the NCIB, subject to limited exceptions as provided in the Order. In addition, CGI and any non-independent purchasing agent acting on its behalf are prohibited from purchasing any other Class A Shares from December 7, 2016 until the earlier of February 3, 2017 and the date on which CGI will have purchased the maximum number of Class A Shares under the Program. CGI will acquire Class A shares from the third party pursuant to the Agreement as part of the NCIB and such Class A Shares will be cancelled upon purchase by CGI.
Founded in 1976, CGI Group Inc. is the fifth largest independent information technology and business process services firm in the world. Approximately 68,000 professionals serve thousands of global clients from offices and delivery centers across the Americas, Europe and Asia Pacific, leveraging a comprehensive portfolio of services including high-end business and IT consulting, systems integration, application development and maintenance, infrastructure management as well as 150 IP-based services and solutions. With annual revenue in excess of C$10 billion and an order backlog exceeding C$20 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Website: www.cgi.com.
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, and are "forward-looking information" within the meaning of Canadian securities laws. These statements and this information represent CGI's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements or forward-looking information. These factors include but are not restricted to: the timing and size of new contracts; acquisitions and other corporate developments; the ability to attract and retain qualified employees; market competition in the rapidly evolving information technology industry; general economic and business conditions; foreign exchange and other risks identified in the press release, in CGI's annual and quarterly Management's Discussion and Analysis and in other public disclosure documents filed with the Canadian securities authorities (on SEDAR at www.sedar.com) and with the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov), as well as assumptions regarding the foregoing. The words "believe", "estimate", "expect", "intend", "anticipate", "foresee", "plan", and similar expressions and variations thereof, identify certain of such forward-looking statements or forward-looking information, which speak only as of the date on which they are made. In particular, statements relating to future performance are forward-looking statements and forward-looking information. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements or on this forward-looking information.
SOURCE CGI Group Inc.