Original News Release
Great-West doubles NCIB limit, can buy PFC shares
Mr. Tim Oracheski reports
GREAT-WEST LIFECO AMENDS NORMAL COURSE ISSUER BID TO INCREASE ANNUAL LIMIT AND REFLECT POWER CORPORATION OF CANADA PARTICIPATION
Great-West Lifeco Inc. has amended its current normal course issuer bid (NCIB) to increase the maximum number of common shares (shares) that may be repurchased from 20 million shares to 40 million shares. Additionally, the Toronto Stock Exchange (TSX) has approved an amendment that will permit Lifeco to purchase its shares from Power Financial Corp. and its wholly owned subsidiaries (collectively, PFC) in connection with the NCIB, in order for PFC to maintain its proportionate interest in Lifeco. PFC is a wholly owned subsidiary of Power Corp. of Canada and is the majority shareholder of Lifeco and holds approximately 68.715 per cent of the issued and outstanding shares (which does not include the approximately 2.394 per cent of shares held by IGM Financial Inc.). The NCIB amendments are expected to become effective on or around Sept. 5, 2025.
PFC plans to continue to hold its interest in Lifeco and accordingly to maintain its majority interest, except as detailed below.
These amendments to the NCIB will facilitate the additional share repurchases that Lifeco recently announced on Aug. 5, 2025. At that time, Lifeco announced that it intends to repurchase an additional $500-million shares in 2025 under its NCIB, subject to market conditions and Lifeco's ability to effect the purchases on a prudent basis, and other strategic opportunities emerging. These purchases are in addition to the $500-million announced on May 7, 2025, and the purchases made to offset dilution under its share compensation plans. To date, an aggregate of 9,793,875 shares have been purchased under the current NCIB.
Details of the amendments
Annual limit increase
Lifeco's NCIB, as amended, provides that Lifeco may, during the period from Jan. 6, 2025 (effective date), to Jan. 5, 2026, purchase up to 40 million shares for cancellation, representing approximately 4.29 per cent of the 932,107,643 shares issued and outstanding as at the effective date. Purchases may be made on the TSX, other designated exchanges and/or other alternative Canadian trading systems or by such other means as may be permitted by the applicable securities regulator (including by way of repurchases of shares pursuant to Lifeco's existing automatic purchase plan) or under applicable law. Based on the average daily trading volume on the TSX of 2,878,466 for the six months preceding the effective date (net of repurchases made by Lifeco during that period), daily purchases are limited to 719,616 shares, other than block purchase exceptions. In connection with the amended NCIB and the ADP agreement (as defined below), Lifeco has amended its automatic purchase plan to reflect the increased purchases.
Purchases from PFC
Lifeco will be permitted to purchase its shares from PFC commencing on Sept. 5, 2025, in accordance with an exemption granted by the TSX pursuant to its rules, regulations and policies in connection with the NCIB in order for PFC to maintain its proportionate percentage ownership, unadjusted for issuances of shares by Lifeco pursuant to its stock option plan and other long-term incentive plans. The maximum number of shares that may be purchased pursuant to the NCIB will be reduced by the number of shares purchased by Lifeco from PFC.
Purchases from PFC will be made during the TSX's special trading session pursuant to an automatic disposition plan agreement (ADP agreement) expected to be entered into between Lifeco's broker, Lifeco and Power Financial and certain of its wholly owned subsidiaries. Purchases from PFC will be made on trading days, as required by the ADP agreement, that Lifeco makes a purchase from other shareholders. In the event that PFC does not sell 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 Lifeco will not be permitted to make any further purchases from PFC under the terms of the NCIB.
About Great-West Lifeco Inc.
Great-West Lifeco is a financial services holding company focused on building stronger, more inclusive and financially secure futures. The company operates in Canada, the United States and Europe under the brands Canada Life, Empower and Irish Life. Together the company provides wealth, retirement, workplace benefits, and insurance and risk solutions to our over 40 million customer relationships. As of June 30, 2025, Great-West Lifeco's total client assets were $3-trillion.
We seek Safe Harbor.
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