UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: February, 2019
Commission File Number: 001-38336
NUTRIEN LTD.
(Name of registrant)
Suite 500, 122 1st Avenue South Saskatoon, Saskatchewan S7K 7G3 Canada |
13131 Lake Fraser Drive S.E. Calgary, Alberta T2J 7E8 Canada | |
(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 ☒
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): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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.
NUTRIEN LTD. | ||||
Date: February 25, 2019 |
By: |
/s/ Robert A. Kirkpatrick | ||
Name: |
Robert A. Kirkpatrick | |||
Title: |
VP & Corporate Secretary |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
99.1 | News Release dated February 20, 2019 | |
99.2 | News Release dated February 25, 2019 |
Exhibit 99.1
Nutrien Announces Intention to Renew Share Repurchase Program
SASKATOON, Saskatchewan(BUSINESS WIRE)February 20, 2019Nutrien Ltd. (Nutrien) today announced that its Board of Directors approved the purchase of up to five percent of Nutriens outstanding common shares over a one-year period through a normal course issuer bid (NCIB). Any purchases will commence following the expiration of our current NCIB on February 22, 2019, and will be subject to acceptance by the Toronto Stock Exchange of our notice to renew our NCIB.
Nutriens strong balance sheet and cash flow provide a significant opportunity to enhance shareholder value. We repurchased seven percent of our outstanding shares over the past twelve months and todays announcement reflects our ability to continue to return meaningful cash to shareholders, commented Chuck Magro, Nutriens President and CEO.
About Nutrien
Nutrien is the worlds largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute over 26 million tonnes of potash, nitrogen and phosphate products world-wide. With this capability and our leading agriculture retail network, we are well positioned to supply the needs of our customers. We operate with a long-term view and are committed to working with our stakeholders as we address our economic, environmental and social priorities. The scale and diversity of our integrated portfolio provides a stable earnings base, multiple avenues for growth and the opportunity to return capital to shareholders.
Forward-Looking Statements
Certain statements and other information included in this press release constitute forward-looking information or forward-looking statements (collectively, forward-looking statements) under applicable securities laws (such statements are usually accompanied by words such as anticipate, expect, believe, may, will, should, estimate, intend or other similar words). All statements in this press release, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to acceptance by the Toronto Stock Exchange of our notice to renew our NCIB.
Forward -looking statements in this press release are based on certain key expectations and assumptions made by Nutrien, including expectations and assumptions concerning: Nutriens views with respect to its financial condition and prospects, the stability of general economic and market conditions, currency exchange rates and interest rates, the availability of cash for repurchases of common shares under the NCIB, the existence of alternative uses for Nutriens cash resources and compliance with applicable laws and regulations pertaining to an NCIB. Although Nutrien believes that the expectations and assumptions on which such forward -looking statements are based are reasonable, undue reliance should not be placed on the forward -looking statements because Nutrien can give no assurance that they will prove to be correct.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this press release. The key risks and uncertainties include, but are not limited to: Nutriens future capital requirements, market and general economic conditions, demand for Nutriens products, and unforeseen legal or regulatory developments and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission.
Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this press release as a result of new information or future events, except as may be required under applicable U.S. federal securities laws or applicable Canadian securities legislation or applicable U.S. federal securities laws.
CONTACT:
Investor and Media Relations:
Richard Downey
Vice President, Investor & Corporate Relations
(403) 225-7357
Investor Relations:
Jeff Holzman
Senior Director, Investor Relations
(306) 933-8545
Contact us at: www.nutrien.com
Exhibit 99.2
NYSE, TSX: NTR |
News Release |
February 25, 2019
Nutrien Announces TSX Approval for its Renewed Share Repurchase Program
Saskatoon, Saskatchewan Nutrien Ltd. (Nutrien) today announced that the Toronto Stock Exchange (TSX) has accepted Nutriens notice to commence a normal course issuer bid (NCIB) to purchase up to five percent of its outstanding common shares.
Under the NCIB, purchases of common shares may be made through the facilities of the TSX, the New York Stock Exchange or alternative Canadian trading systems, or as otherwise permitted by the Canadian Securities Administrators. The actual number of common shares that may be purchased under the NCIB and the timing of any such purchases will be determined by Nutrien. Nutrien believes that purchasing its own common shares represents an attractive investment opportunity, is in the best interests of the company and is consistent with Nutriens objective of delivering a strong return of capital to its shareholders over time. As of February 19, 2019, Nutrien had 602,672,627 common shares outstanding and, therefore, is permitted to repurchase up to 30,133,631 of its outstanding common shares pursuant to the NCIB. Common shares purchased under the NCIB will be canceled.
The NCIB will be effected in accordance with the TSX normal course issuer bid rules and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, which contain restrictions on the number of common shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes of Nutriens common shares on the applicable exchange. Subject to exceptions for block purchases, Nutrien will limit daily purchases of common shares on the TSX in connection with the NCIB to no more than 25 percent (309,233 common shares) of the average daily trading volume of the common shares on the TSX (1,236,932 common shares) during any trading day. Purchases under the NCIB will be made through open market purchases at market price, as well as by other means as may be permitted by applicable securities regulatory authorities, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority will be at a discount to the prevailing market price as provided in any exemption order. Purchases of common shares may commence on February 27, 2019 and will expire on the earlier of February 26, 2020, the date on which the company has acquired the maximum number of common shares allowable or otherwise decides not to make any further repurchases. Nutrien will enter, prior to commencing any purchases under the NCIB, into an automatic purchase plan with a broker which will enable Nutrien to provide standard instructions and purchase common shares on the open market during self-imposed blackout periods. Outside of these black-out periods, common shares may be purchased in accordance with managements discretion.
Nutriens prior NCIB for the purchase of up to 50,363,686 common shares expired on February 22, 2019. Nutrien repurchased an aggregate of 42,265,332 common shares at a weighted-average price of US$50.84 per share, excluding brokerage fees, under the prior NCIB. Purchases were made on the open market.
About Nutrien
Nutrien is the worlds largest provider of crop inputs and services, playing a critical role in helping growers increase food production in a sustainable manner. We produce and distribute over 26 million tonnes of potash, nitrogen and phosphate products world-wide. With this capability and our leading agriculture retail network, we are well positioned to supply the needs of our customers. We operate with a long-term view and are committed to working with our stakeholders as we address our economic, environmental and social priorities. The scale and diversity of our integrated portfolio provides a stable earnings base, multiple avenues for growth and the opportunity to return capital to shareholders.
Forward-Looking Statements
Certain statements and other information included in this press release constitute forward-looking information or forward-looking statements (collectively, forward-looking statements) under applicable securities laws (such statements are usually accompanied by words such as anticipate, expect, believe, may, will, should, estimate, intend or other similar words). All statements in this press release, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to the timing, methods and quantity of any purchases of common shares under the NCIB.
Forward looking statements in this press release are based on certain key expectations and assumptions made by Nutrien, including expectations and assumptions concerning: Nutriens views with respect to its financial condition and prospects, the stability of general economic and market conditions, currency exchange rates and interest rates, the availability of cash for repurchases of common shares under the NCIB, the existence of alternative uses for Nutriens cash resources and compliance with applicable laws and regulations pertaining to the NCIB. Although Nutrien believes that the expectations and assumptions on which such forward looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Nutrien can give no assurance that they will prove to be correct.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this press release. The key risks and uncertainties include, but are not limited to: Nutriens future capital requirements; market and general economic conditions; demand for Nutriens products; and unforeseen legal or regulatory developments and other risk factors detailed from time to time in Nutrien reports filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission.
Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this press release as a result of new information or future events, except as may be required under applicable laws.
FOR FURTHER INFORMATION:
Investor and Media Relations:
Richard Downey
Vice President, Investor & Corporate Relations
(403) 225-7357
Investor Relations:
Jeff Holzman
Senior Director, Investor Relations
(306) 933-8545
Contact us at: www.nutrien.com
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