George Weston Limited Announces Normal Course Issuer Bid

TORONTO, May 23, 2024 /CNW/ - (TSX: WN) – George Weston Limited ("Weston" or "Company") announced today that the Toronto Stock Exchange ("TSX") has accepted a notice filed by Weston of its intention to make a normal course issuer bid ("NCIB").

The TSX notice provides that Weston may, during the 12-month period commencing May 27, 2024 and terminating May 26, 2025, purchase up to 6,646,057 Weston common shares ("Common Shares"), representing approximately 5% of the 132,921,158 Common Shares issued and outstanding as of May 13, 2024, by way of a NCIB on the TSX or through alternative trading systems or by such other means as may be permitted under applicable law. Based on the average daily trading volume of 105,423 during the last six months, daily purchases will be limited to 26,355 Common Shares, other than block purchase exceptions and purchases from Wittington Investments, Limited ("Wittington"), Weston's majority shareholder.

Consistent with the exemption originally granted by the TSX in 2023, Wittington will be permitted to participate in the Company's NCIB in a fixed proportion equal to 50% of its pro rata share of the issued and outstanding common shares of the Company (the "Fixed Proportion"). Wittington holds approximately 58% of the Company's issued and outstanding common shares as at May 13, 2024. Weston will be permitted to purchase its Common Shares from Wittington in the Fixed Proportion on any given trading day pursuant to the NCIB, in accordance with an exemption granted by the TSX pursuant to its rules, regulations and policies. The maximum number of Common Shares that may be purchased pursuant to the NCIB will be reduced by the number of Common Shares purchased by Weston from Wittington. Assuming the Company purchases the maximum number of common shares every day under the NCIB and that there are no other transactions affecting the number of common shares, a maximum of 2,790,594 common shares may be repurchased from Wittington pursuant to the NCIB and its interest in the Company would grow to approximately 60% at the conclusion of the NCIB.

Purchases of Common Shares will be made in open market transactions on the TSX, through alternative trading systems, or by such other means as may be permitted by applicable law, including private agreement purchases. In addition, Weston may enter into forward purchase or swap contracts in connection with Common Shares which may be settled by physical settlement, cash settlement or a combination thereof. The forward price will be based on market price, dividend yield and market interest rates. 

Purchases from Wittington will be made during the TSX's Special Trading Session pursuant to an automatic disposition plan agreement between Weston's broker, Weston and Wittington (the "ADP Agreement"). Purchases from Wittington will be made on trading days, as required by the ADP Agreement, that Weston makes a purchase from other shareholders. In the event that Wittington does not sell Common Shares on any trading day as required by the terms of the ADP Agreement (other than as a result of a market disruption event), the TSX exemption will cease to apply and Weston will not be permitted to make any further purchases from Wittington under the terms of the NCIB.

Decisions regarding the timing of future purchases of Common Shares will be based on market conditions, share price and other factors. Weston may elect to suspend or discontinue its NCIB at any time. Common Shares purchased under the NCIB will be cancelled or transferred to and held by trusts established by Weston for the settlement of equity settled incentive plans. Weston believes that the market price of Common Shares could be such that their purchase may be an attractive and appropriate use of corporate funds. Weston may also use its NCIB to acquire the number of Common Shares that are issued pursuant to the exercise of options in order to offset the dilutive effect of options that have been exercised. Pursuant to its previous NCIB, under which Weston received approval from the TSX to purchase up to 6,954,013 Common Shares for the period of May 25, 2023 to May 24, 2024, 6,157,026 Common Shares have been purchased as of May 13, 2024, at a weighted average price of $162.52.

From time to time, when Weston does not possess material non-public information about itself or its securities, it may enter into a pre-defined plan with its broker to allow for the purchase of Common Shares at times when Weston ordinarily would not be active in the market due to its own internal trading blackout periods and insider trading rules. Any such plans entered into with Weston's broker will be adopted in accordance with the requirements of applicable Canadian securities laws.

About George Weston Limited

George Weston Limited is a Canadian public company founded in 1882. The Company operates through its two reportable operating segments, Loblaw Companies Limited and Choice Properties Real Estate Investment Trust. Loblaw provides Canadians with grocery, pharmacy, health and beauty, apparel, general merchandise, financial services and wireless mobile products and services. Choice Properties owns, manages and develops a high-quality portfolio of commercial and residential properties across Canada.

SOURCE George Weston Limited

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