Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 7, 2019, our Board of Directors authorized a share repurchase program resulting in a share repurchase authorization of approximately $79.0 million (net of taxes, fees and commissions). On July 30, 2019, our Board of Directors approved an increase in the May 7, 2019 authorization of an additional amount of $300.0 million (net of taxes, fees and commissions). As of September 30, 2021, there was approximately $333.9 million (net of taxes, fees and commissions) of remaining availability under the Board authorized share repurchase program. The share repurchase program has no specified expiration date.
Under the authorization, the Company may repurchase its shares from time to time through open market purchases, including 10b5-1 plans. Any share repurchases may be activated, suspended or discontinued at any time. Due to the uncertainty surrounding the COVID-19 pandemic, share repurchases were suspended on April 9, 2020.
During the first six months of fiscal 2022, we obtained 130,678 of our ordinary shares in the aggregate amount of $24.8 million in connection with share based compensation award programs.
The following table summarizes the ordinary shares repurchase activity during the second quarter of fiscal 2022 under our ordinary share repurchase program:
(a)
Total Number of
Shares Purchased (b)
Average Price Paid
Per Share (c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans (d)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the
Plans at Period End (in thousands)
July 1-31 — $ — — $ 333,932
August 1-31 — — — 333,932
September 1-30 — $ — — $ 333,932
Total — — — 333,932
(1) Does not include 7 shares purchased during the quarter at an average price of $213.96 per share by the STERIS Corporation 401(k) Plan on behalf of an executive officer of the Company who may be deemed to be an affiliated purchaser.
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ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K
Exhibit
Number
Exhibit Description
3.1 STERIS plc Amended Memorandum and Articles of Association (filed as Exhibit 3.1 to STERIS plc Form 10-K for the fiscal year ended March 31, 2019 (Commission File No. 001-38848), and incorporated herein by reference.
10.1 Description of STERIS Non-Employee Director Compensation Program
10.2 Amendment No.1 to STERIS plc 2006 Long-Term Equity Incentive Plan (As Assumed, Amended and Restated Effect March 28, 2019) (“Plan”)
10.3 Transition Agreement effective July 31, 2021, by and among STERIS Corporation, STERIS plc and Walter M Rosebrough Jr.
15.1 Letter Re: Unaudited Interim Financial Information.
22.1 List of Guarantor Subsidiaries with respect to the 2.700% Notes due 2031 and 3.750% Notes due 2051 issued by STERIS Irish Finco Unlimited Company .
31.1 Certification of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).
31.2 Certification of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).
32.1 Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH Inline Schema Document.
101.CAL Inline Calculation Linkbase Document.
101.DEF Inline Definition Linkbase Document.
101.LAB Inline Labels Linkbase Document.
101.PRE Inline Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURE
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.
STERIS plc
/s/ KAREN L. BURTON
Karen L. Burton
Vice President, Controller and Chief Accounting Officer
November 8, 2021
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