Imperial Oil has received final acceptance from the Toronto Stock Exchange for a new normal course issuer bid to continue its existing share repurchase program facility that will expire on June 24, 2009.
The new program enables the company to repurchase up to five percent of its 847,606,521 outstanding common shares as of June 15, 2009, or a maximum of 42,380,326 shares during the next 12 months. That total will be reduced by the number of shares purchased for the company's employee savings plan and employee retirement plan. Shares purchased under the normal course issuer bid are restored to the status of authorized but unissued shares.
Exxon Mobil Corporation, Imperial's majority shareholder, will also be permitted to sell its shares to Imperial outside the provisions of, but concurrently with, the normal course issuer bid in order to maintain its proportionate share ownership at 69.6%. The maximum number of shares that may be purchased pursuant to the normal course issuer bid will also be reduced by the number of shares purchased from Exxon Mobil Corporation. Shares purchased from Exxon Mobil Corporation are restored to the status of authorized but unissued shares.
Exxon Mobil Corporation has advised Imperial that it intends to participate, as it has in prior years. Exxon Mobil Corporation said it will review this arrangement from time to time and inform Imperial of any change in its intentions. Where Imperial purchases shares from Exxon Mobil Corporation on any day, such purchases will occur during the Special Trading Session of the Toronto Stock Exchange at a price equal to the price set by the market on close facility.
The new program will begin on June 25, 2009, and will end when the company has purchased the maximum allowable number of shares, unless it provides earlier notice of termination. If not previously terminated, the program will end on June 24, 2010. All share purchases will be made through the facilities of the Toronto Stock Exchange.
From time to time Imperial may have cash in excess of its day-to-day operating and capital investment needs. After considering alternative means of distributing excess cash to shareholders, the board of directors of Imperial has concluded that it would be in the best interests of Imperial and its shareholders to proceed with the normal course issuer bid and the purchase of shares from Exxon Mobil Corporation. If required, it is a flexible and reasonable way of rebalancing Imperial's capital structure while distributing a portion of its cash reserves to shareholders who choose to participate by selling their shares. Exxon Mobil Corporation's concurrent participation with the normal course issuer bid will permit Exxon Mobil Corporation to maintain its current percentage ownership level of shares.
In addition, Imperial had a stock option plan in 2002 for selected directors and key employees. In December 2002, Imperial also introduced a restricted stock unit plan pursuant to which shares may be issued upon vesting. Since there could be a dilution in the percentage ownership levels of shareholders that would result from the issue of shares on the exercise of stock options and the vesting of restricted stock units, Imperial considers that it would be in the best interests of Imperial and its shareholders to proceed with the normal course issuer bid and the purchase of shares from Exxon Mobil Corporation in order to reduce or eliminate such dilution. The company has no plans to issue stock options in the future.
Share repurchases under the existing program had reached 35.7 million shares at a total cost of about $1.57 billion by June 15, 2009, representing an average cost of $43.90 per share. The maximum allowable number of shares that could be acquired under the program was about 44.2 million, less shares purchased for the employee savings plan and retirement plan. Imperial's average daily trading volume for the six calendar months prior to the commencement of the new program, that is, from December 1, 2008 to May 31, 2009, was 896,170.
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