TORONTO, Canada, September 21, 2022 (GLOBE NEWSWIRE) — Shawcor Ltd. (“Shawcor” or the “company“) (TSX: SCL) announced today that the Toronto Stock Exchange (the “TSX‘) has approved the Company’s letter of intent to commence an issuer offering at a normal price (the ‘bid’) for common stock of the Company (the ‘common shares“).
Pursuant to the Offering, Shawcor may acquire up to 5,685,630 common shares for cancellation, representing approximately 10% of Shawcor’s public outstanding (the “Maximum“). Under the terms of the debenture agreement dated December 10, 2021 governing Shawcor’s senior unsecured debentures, Shawcor is limited to repurchasing a maximum aggregate value of C$25 million of common shares under the offering based on the price actually paid for those repurchased Common Shares pursuant to the Offering.
The offer begins on or about September 26, 2022 and ends one year after its inception or earlier if the maximum is reached or the offer is terminated at the Company’s option.
All purchases pursuant to the Offer will be made through the facilities of the TSX or other permitted means (including through alternative trading facilities 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 (collectively, the “Other exchanges’), at current market prices or as otherwise permitted. The offering will be funded from existing cash and all common shares repurchased by the Company pursuant to the offering will be cancelled.
Excluding purchases made under a group purchase exception under the rules and policies of the TSX, daily purchases on the TSX are capped under the offering at 66,231 common shares, which is approximately 25% of the Company’s average daily trading volume of 264,924 common shares for the last completed six calendar months prior to August 31, 2022.
The actual number of Common Shares that may be purchased pursuant to the Offering and the timing of 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 permitted, to the extent made through such bodies .
The Company also has an automatic stock purchase plan (the “To plan’) with a named agent (the ‘estate agents‘) to facilitate the repurchase of its outstanding common stock. The plan has been approved by the TSX and will be implemented effective September 21, 2022.
Under the plan, the broker may purchase common shares in the offering at times when the Company would not normally be permitted to do so due to its periodic quarterly self-imposed lock-up periods. Prior to the commencement of a specified internal trading black-out period, the Company may, but is not obligated to, direct the broker to purchase common shares in the offering during the subsequent 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 the commencement of the applicable lockup period under the terms of the Plan and the applicable TSX Rules and/or the rules of the other exchanges, where permitted. to the extent that such facilities are used. Outside of these lock-up periods, common shares will continue to be available for purchase by the Company at its discretion in connection with its offering. The Plan terminates, inter alia, at the earliest on the date on which: (a) the purchase limit specified in the Plan has been reached, (b) the purchase limit under the Offer has been reached, (c) the Company terminates the Plan in accordance with its terms, in this If so, the Company will issue a press release confirming such termination and (d) the Offer will terminate.
Shawcor Ltd. is a growth-oriented, global materials science company serving the infrastructure, energy and transportation markets. The Company operates through a network of fixed and mobile manufacturing and service facilities. The three business areas Composite Systems, Automotive and Industrial and Pipeline and Pipe Services enable a responsible renewal and improvement of critical infrastructures while at the same time reducing risks and environmental impact.
For more information please contact:
Director, External Communications & ESG
Email: [email protected]
Source: Shawcor Ltd.
This press release contains forward-looking information within the meaning of applicable securities laws, including statements related to the Offering, the timing and amount of potential purchases and cancellation of Common Shares under the Offering and the Plan. Words such as “intend”, “may”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “predict”, “estimate” or similar terms are used to mean forward identify -seeking information. This forward-looking information is based on assumptions, estimates and analysis made in light of the Company’s experience and perception of trends, current conditions and expected developments and other factors that the Company believes are reasonable and relevant to the circumstances. Forward-looking information involves known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those predicted, expressed or implied in the forward-looking information. The forward-looking information is provided as of the date of this press release and the Company undertakes no obligation to update or revise the forward-looking information to reflect new events or circumstances, except as required by law.