TORONTO, Canada, Sept. 21, 2022 (GLOBE NEWSWIRE) — Shawcor Ltd. (“Shawcor” or the “Company“), SCL today announced that the Toronto Stock Exchange (the “TSX“) has approved the Company’s notice of intention to commence a normal course issuer bid (the “Bid“) for common shares of the Company (the “Common Shares“).
Pursuant to the Bid, Shawcor may purchase for cancellation up to 5,685,630 Common Shares, representing approximately 10% of Shawcor’s public float (the “Maximum“). Pursuant to the terms of the notes indenture dated December 10, 2021 governing Shawcor’s senior unsecured notes, Shawcor is limited to purchasing a maximum of C$25 million in aggregate repurchases of Common Shares under the Bid based on the actual price paid for such repurchased Common Shares pursuant to the Bid.
The Bid will commence on or about September 26, 2022 and terminate one year after its commencement, or earlier if the Maximum is reached or the Bid is terminated at the option of the Company.
All purchases pursuant to the Bid will be made through the facilities of the TSX, or such other permitted means (including through alternative trading systems in Canada, including NEO-N, NEO-L, NEO-D, Crossing Facility, CSE, ICX, Liquidnet, CXC, CX2, CXD, Omega ATS, Lynx ATS, TSX Venture Exchange, TSX Alpha Exchange and MATCH Now (together, the “Other Exchanges“), at prevailing market prices or as otherwise permitted. The Bid will be funded using existing cash resources and any Common Shares repurchased by the Company under the Bid will be cancelled.
Other than purchases made under a block purchase exemption pursuant to the rules and policies of the TSX, daily purchases on the TSX pursuant to the Bid will be limited to 66,231 Common Shares, which represents approximately 25% of the average daily trading volume of 264,924 Common Shares of the Company for the most recently completed six calendar months preceding August 31, 2022.
The actual number of Common Shares which may be purchased pursuant to the Bid and the timing of any such purchases will be determined by Shawcor, subject to applicable law and the rules of the TSX and/or the rules of the Other Exchanges, if eligible, to the extent made through such facilities.
The Company has also entered into an automatic share purchase plan (the “Plan“) with a designated broker (the “Broker“) in order to facilitate repurchases of its outstanding Common Shares. The Plan has been approved by the TSX and will be implemented effective as of September 21, 2022.
Under the Plan, the Broker may purchase Common Shares under the Bid at times when the Company would ordinarily not be permitted to, due to its regular self-imposed quarterly black-out periods. Before the commencement of any particular internal trading black-out period, the Company may, but is not required to, instruct the Broker to make purchases of Common Shares under the Bid during the ensuing black-out period in accordance with the terms of the Plan. Such purchases will be determined by the Broker based on parameters established by the Company prior to commencement of the applicable black-out period in accordance with the terms of the Plan and applicable TSX rules and/or the rules of the Other Exchanges, if eligible, to the extent made through such facilities. Outside of these black-out periods, Common Shares will continue to be purchasable by the Company at its discretion under its Bid. The Plan will terminate on, among other things, the earliest of the date on which: (a) the purchase limit specified in the Plan has been reached, (b) the purchase limit under the Bid has been reached, (c) the Company terminates the Plan in accordance with its terms, in which case the Company will issue a press release confirming such termination, and (d) the Bid terminates.
Shawcor Ltd. is a growth-oriented, global material sciences company serving the Infrastructure, Energy, and Transportation markets. The Company operates through a network of fixed and mobile manufacturing and service facilities. Its three business segments, Composite Systems, Automotive and Industrial and Pipeline and Pipe Services enable responsible renewal and enhancement of critical infrastructure while lowering risk and environmental impact.
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Source: Shawcor Ltd.
This news release contains forward-looking information within the meaning of applicable securities laws, including statements related to the Bid, the timing and amount of potential purchases and the cancellation of Common Shares under the Bid and the Plan. Words such as “intend”, “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “predict”, “estimate” or similar terminology are used to identify forward-looking information. This forward-looking information is based on assumptions, estimates and analysis made in the light of the Company’s experience and its perception of trends, current conditions and expected developments, as well as other factors that are believed by the Company to be reasonable and relevant in the circumstances. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from those predicted, expressed or implied by the forward-looking information. The forward-looking information is provided as of the date of this news release and the Company does not assume any obligation to update or revise the forward-looking information to reflect new events or circumstances, except as required by law.