With the approval of the Toronto Stock Exchange, the Board of Directors of Bombardier Inc. has authorized the Corporation to purchase, in the normal course of its activities, from June 21, 2012 to June 20, 2013, up to 6,000,000 Class B shares (subordinate voting), representing approximately 0.416591% of its Class B shares (subordinate voting) issued and outstanding on June 11, 2012, and up to 1,310,334 Class A shares (multiple voting), representing approximately 0.416591% of its Class A shares (multiple voting) issued and outstanding on June 11, 2012. As of June 11, 2012, the Corporation had 1,440,260,631 Class B shares (subordinate voting) issued and outstanding and 314,537,162 Class A shares (multiple voting) issued and outstanding.
Under this authorization, the purchases will be made through the facility of the Toronto Stock Exchange in accordance with its requirements, at market price at the time of acquisition, plus brokerage fees. Purchases may also be made through the facilities of alternative Canadian trading platforms (such as Alpha, Pure Trading, Chi-X, Omega and MATCH Now) in addition to through the facilities of the Toronto Stock Exchange. The Corporation believes this will provide enhanced flexibility in the operation of the normal course issuer bid. The Class B shares (subordinate voting) and Class A shares (multiple voting) thereby purchased will be cancelled. Certain insiders of Bombardier may sell securities of Bombardier during the course of the normal course issuer bid.
The average daily trading volume of the Corporation’s shares on the Toronto Stock Exchange over the last six completed calendar months (the ADTV) was equal to 6,968,337 Class B shares (subordinate voting) and 37,396 Class A shares (multiple voting). Accordingly, since the Corporation is entitled, under the Toronto Stock Exchange requirements, to purchase up to 25% of the ADTV of each such class of shares on any trading day, it can purchase 1,742,084 Class B shares (subordinate voting) and 9,349 Class A shares (multiple voting) per day. In excess of the daily 1,742,084 Class B shares (subordinate voting) and 9,349 Class A shares (multiple voting) repurchase limit, the Corporation may also purchase, once a week, a block of Class B shares (subordinate voting) and a block of Class A shares (multiple voting) not owned by an insider, which may exceed such daily limit, in accordance with the Toronto Stock Exchange requirements.
Bombardier believes that the purchase of its Class B shares (subordinate voting) and Class A shares (multiple voting) would represent an effective use of its funds and would be in the best interests of the Corporation and its shareholders.
Under normal circumstances, the Corporation plans to use its normal course issuer bid to minimize any dilutive effect caused by the issuance of Class B shares (subordinate voting) under certain of its security based compensation arrangements.
The Corporation may, subject to obtaining the prior written approval of the Toronto Stock Exchange, enter into derivative transactions in the normal course of business, including forward contracts, pursuant to which it may acquire its Class B shares (subordinate voting) and Class A shares (multiple voting).
In the preceding twelve-month period, the Corporation repurchased 2,006,000 Class B shares (subordinate voting) for a total consideration of approximately $13.5 million (or a volume weighted average price of $6.7478 per share) in order to minimize the dilutive effect caused by the issuance of Class B shares (subordinate voting) under certain of its security based compensation arrangements.
Shareholders may obtain a free copy of the documents filed with the Toronto Stock Exchange concerning this normal course issuer bid by writing to the Senior Vice President, General Counsel and Corporate Secretary of Bombardier.
