Acasta Enterprises Inc. (TSX: AEF) (“Acasta” or the “Company”) is pleased to announce that the Toronto Stock Exchange (the “TSX”) has accepted Acasta’s notice to make a normal course issuer bid (the “Bid”) to purchase up to 2,400,628 of the Class B shares of the Company (the “Shares”), being equal to 10% of the Public Float (as defined in the policies of the TSX) which, as at June 4, 2020, consisted of 24,006,282 Shares. All Shares purchased pursuant to the Bid will be made on the open market through the facilities of the TSX and the purchase and payment for the Shares will be made by the Company in accordance with the requirements of the TSX.
The actual number of Shares that may be purchased pursuant to the Bid will be determined by management of the Company (“Management”). The Bid will commence on June 15, 2020 and will terminate on June 14, 2021, or such earlier time as the Bid is completed or terminated at the option of the Company. Purchases pursuant to the Bid will be made by BMO Nesbitt Burns on behalf of the Company. Decisions regarding the timing of purchases under the Bid will be determined by Management based on market conditions, share price and other factors. Management may elect to not purchase any Shares under the Bid, or may elect to suspend or discontinue the Bid at any time. Any Shares acquired pursuant to the Bid will subsequently be cancelled.
In accordance with temporary blanket relief announced by the TSX on March 23, 2020, daily purchases made by Acasta through the TSX on or before June 30, 2020 may not exceed 15,552 Shares, being 50% of the average daily trading volume of the Shares on the TSX (31,105 Shares) for the six-month period ended May 31, 2020. Following the expiry of such temporary relief on June 30, 2020, the number of Shares that can be purchased pursuant to the Bid may not exceed 7,776 Shares, representing 25% of the average daily trading volume of the Shares for the six-month period ended May 31, 2020. These daily maximums are subject to certain exceptions prescribed by the TSX, including the “block purchase exemption”. The price that Acasta will pay for any Shares under the Bid will be the prevailing market price on the TSX at the time of such purchase.
The board of directors of the Company is of the opinion that the recent market price of its Shares does not reflect the underlying value of its assets and future prospects, and that repurchasing the Shares is an effective method of enhancing shareholder value.
A copy of the Form 12 (Notice of Intention to Make a Normal Course Issuer Bid) filed with the TSX in connection with the Bid can be obtained from the Company upon request without charge.
As of the close of business on June 4, 2020, Acasta had 73,825,432 Shares issued and outstanding.
Cautionary Note Concerning Forward Looking Statements
This news release includes forward looking statements. All such statements constitute forward looking information within the meaning of applicable securities law and are made pursuant to the “safe harbour” provisions of applicable securities laws. Forward looking statements include, but are not limited to statements about other anticipated future events or results, including comments with respect to Shares that may be acquired under the Company’s normal course issuer bid. Forward looking statements are statements that are predictive in nature, depend upon or refer to future events or conditions and are identified by words such as “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions concerning matters that are not historical facts. Such statements are based on current expectations of the Company’s management and inherently involve numerous risks and uncertainties, known and unknown, including economic factors. The forward-looking information contained in this news release is presented for the purpose of assisting readers in understanding the Company’s business and strategic priorities and objectives. A number of risks, uncertainties and other factors may cause actual outcomes or financial results to differ materially from the forward looking statements contained in this news release, including, among other factors, those referenced in the section entitled “Risk Factors” in the Company’s annual information form for the year ended December 31, 2019, a copy of which is available on the SEDAR website at www.sedar.com under the Company’s profile. Forward looking statements contained in this news release are not guarantees of future outcomes performance and, while forward looking statements are based on certain assumptions that the Company considers reasonable, actual events could differ materially from those expressed or implied by forward looking statements made by the Company. Readers are cautioned to consider these and other factors carefully when making decisions with respect to the Company and to not place undue reliance on forward looking statements. Circumstances affecting the Company may change rapidly. Except as may be expressly required by applicable law, Acasta does not undertake any obligation to update publicly or revise any such forward looking statements, whether as a result of new information, future events or otherwise. These cautionary statements expressly qualify all forward looking statements in this new release.