CGY Calian Group Ltd

Calian Group Ltd. (“Calian” or the “Company”) (TSX: CGY) is pleased to announce that the Toronto Stock Exchange (the “Exchange” or “TSX”) has accepted a notice (the “Notice”) filed by the Company of its intention to make a normal course issuer bid (the “NCIB”). In connection with the NCIB, the Company has entered into an automatic share purchase plan (an “ASPP”) with its designated broker to allow for purchases of its common shares (the “Shares”).

“We are continuing with a share buyback program as we continue to believe that the market price of the Shares does not reflect its underlying value and therefore undervalues the Company’s future growth prospects,” said Kevin Ford, CEO of Calian. “After three quarters, we are firmly on track with our three-year strategic plan. We have also completed three acquisitions, investing nearly $90 million in capital, all while maintaining a strong balance sheet. We are confident in the long-term prospects of Calian and believe that buying back Shares is a good use of capital.”

The Notice provides that the Company may, during the 12-month period commencing September 1, 2024 and ending August 31, 2025, or on such earlier date as Calian completes its purchases or provides notice of termination, purchase up to 995,904 Shares in total, representing approximately 10% of Calian’s public float of Shares as at August 16, 2024. As of the close of business on August 16, 2024 the Company had 11,846,546 Shares issued and outstanding. Except for block purchases permitted under the rules of the TSX, the number of Shares to be purchased per day will not exceed 1,974, which represents 25% of the average daily trading volume of the Shares on the TSX for the most recently completed six calendar months (being 7,899 Shares) prior to the TSX’s acceptance of the Notice. The actual number of Shares which may be purchased under the NCIB and the timing of any such purchases will be determined by management of the Company, subject to applicable law and the rules of the TSX.

Subject to any required regulatory approvals, all purchases of Shares under the NCIB will be conducted through the facilities of the TSX and/or alternative Canadian trading systems at prevailing market prices, or by such other means as may be permitted by the applicable securities regulator. All Shares purchased under the NCIB will be cancelled.

Calian has entered into an ASPP with Desjardins Securities Inc. (“Desjardins”) to allow for the purchase of Shares under the NCIB at times when the Company would ordinarily not be permitted to purchase Shares due to regulatory restrictions or self-imposed blackout periods.

Pursuant to the ASPP, prior to entering into a blackout period, Calian may, but is not required to, instruct Desjardins to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by Desjardins in its sole discretion based on parameters established by Calian prior to the blackout period in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. The ASPP has been pre-cleared by the TSX concurrently with the initiation of the NCIB.

As noted above, the board of directors of the Company (the “Board”) believes that the recent market prices of the Shares do not properly reflect the underlying value of such shares. As a result, depending upon future price movements and other factors, the Board believes that the purchase of the Shares would be a desirable use of corporate funds in the best interests of the Company. Furthermore, the purchases are expected to benefit all persons who continue to hold Shares by increasing their equity interest in the Company when such repurchased Shares are cancelled.

To the knowledge of the Company, no director, senior officer or other insider of the Company or any of their associates currently intends to sell any Shares under the NCIB, however sales by such persons through the facilities of the Exchange or any other available market or alternative trading system may occur if the personal circumstances of any such persons change or if any such persons make a decision unrelated to these normal course purchases. The benefits to any such person whose Shares are purchased would be the same as the benefits available to all other holders whose Shares are purchased.

Under Calian’s normal course issuer bid expiring on August 31, 2024 (the “Expiring NCIB”), the Company received approval from the TSX to purchase for cancellation up to a maximum of 1,044,012 Shares, representing approximately 10% of Calian’s public float of Shares as at the close of business on August 22, 2023. As of the date hereof, the Company has repurchased and cancelled 110,720 Shares under the Expiring NCIB, at a weighted average purchase price of approximately $50.96 per Share.

About Calian

We keep the world moving forward. Calian® helps people communicate, innovate, learn and lead safe and healthy lives. Every day, our employees live our values of customer commitment, integrity, innovation, respect and teamwork to engineer reliable solutions that solve complex challenges. That’s Confidence. Engineered. A stable and growing 40-year company, we are headquartered in Ottawa with offices and projects spanning North American, European and international markets. Visit calian.com to learn about innovative healthcare, communications, learning and cybersecurity solutions. 

Product or service names mentioned herein may be the trademarks of their respective owners.

Media inquiries: media@calian.com

Investor Relations inquiries: ir@calian.com

Cautionary Note and Forward-Looking Information

This press release contains forward-looking information within the meaning of Canadian securities legislation. Forward-looking information relates to future events or the anticipated performance of Calian and reflects management’s expectations or beliefs regarding such future events. In certain cases, statements that contain forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur” or “be achieved” or the negative of these words or comparable terminology. Forward-looking information in this press release includes statements with respect to the anticipated benefits of the NCIB and the number of Shares that may be purchased under the NCIB. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual performance of Calian to be materially different from any anticipated performance expressed or implied by such forward-looking information.

Forward-looking information is subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the risks described under the heading “Risk Factors” in the Company’s annual information form dated December 18, 2023 for its fiscal year ended September 30, 2023 and other risks identified in the Company’s filings with Canadian securities regulators, which filings are available on SEDAR+ at www.sedarplus.ca.

The risk factors referred to above are not an exhaustive list of the factors that may affect any of the Company’s forward-looking information. Forward-looking information includes statements about the future and is inherently uncertain, and the Company’s actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors. The Company's statements containing forward-looking information are based on the beliefs, expectations, and opinions of management on the date the statements are made, and the Company does not assume any obligation to update such forward-looking information if circumstances or management's beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.