Form 6-K CAE INC For: Dec 31
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of: February 2018 Commission File Number: 1-31402
CAE INC.
(Name of Registrant)
8585 Cote de Liesse
Saint-Laurent, Quebec
Canada H4T 1G6
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F Form 40-F X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): X
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the SEC pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
If “Yes” is marked, indicate the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAE Inc.
Date: February 12, 2018 By: /s/ Mark Hounsell
Name: Mark Hounsell
Title: General Counsel, Chief Compliance Officer and Corporate Secretary
Press Release
CAE renews its normal course issuer bid
Montreal, Canada, February 9, 2018 – (NYSE: CAE; TSX: CAE) – CAE today announced that its Board of Directors has approved the renewal of its normal course issuer bid (“NCIB”) to purchase, for cancellation, up to 5,349,804 of its common shares commencing on February 23, 2018 and ending on February 22, 2019.
The maximum number of common shares that may be repurchased under the NCIB represents approximately two percent (2%) of the issued and outstanding common shares of CAE. As of February 7, 2018, CAE had 267,490,244 common shares issued and outstanding.
Under CAE’s current normal course issuer bid, which will expire on February 22, 2018, CAE’s Board of Directors had approved the repurchase of a maximum of 5,366,756 of its common shares and 2,078,500 of its common shares were repurchased from February 23, 2017 to February 7, 2018 an aggregate of at a weighted average price of $21.50 per common share, for total consideration of $44,687,750.
Purchases under the NCIB will be made through the facilities of the Toronto Stock Exchange (“TSX”) and/or alternative trading systems, in accordance with the TSX’s applicable policies. CAE may purchase its common shares using an automatic share repurchase plan which was put in place with RBC Dominion Securities Inc., in accordance with the relevant sections of the TSX Company Manual and applicable securities laws. The price CAE will pay for any common shares will be the market price at the time of acquisition, plus brokerage fees. All common shares purchased pursuant to the NCIB will be cancelled.
During the period that the NCIB is outstanding, CAE does not intend to make purchases of its common shares other than by means of open market. CAE may also purchase common 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 to the prevailing market price as provided in the exemption order.
The average daily trading volume of CAE’s common shares through the facilities of the TSX over the last six completed calendar months was 489,418 (“ADTV”). Accordingly, under the TSX Rules and policies, CAE is entitled on any trading day to purchase up to 25% of the ADTV, which totals 122,354 common shares, for the 12-month period of the NCIB, starting on February 23, 2018. In excess of the daily repurchase limit, CAE 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.
The NCIB is being established as part of CAE's capital management strategy and is intended to be used primarily to mitigate the dilutive effect of treasury shares issued under CAE’s dividend reinvestment and stock option plans. CAE’s Board of Directors believes that such purchases are in the best interest of CAE and that such purchases constitute a desirable use funds that should enhance shareholder value.
About CAE
CAE is a global leader in training for the civil aviation, defence and security, and healthcare markets. Backed by a 70-year record of industry firsts, we continue to help define global training standards with our innovative virtual-to-live training solutions to make flying safer, maintain defence force readiness and enhance patient safety. We have the broadest global presence in the industry, with over 8,500 employees, 160 sites and training locations in over 35 countries. Each year, we train more than 120,000 civil and defence crewmembers and thousands of healthcare professionals worldwide. Follow us on Twitter @CAE_Inc
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CAE contacts:
Hélène V. Gagnon, Vice President, Public Affairs and Global Communications
+1-514-340-5536
Investor relations:
Andrew Arnovitz, Vice President, Strategy and Investor Relations
+1-514-734-5760