Shawcor Ltd. ("
Shawcor" or the
"
Company"), (TSX: 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.
About Shawcor
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.
For further information, please contact:
Meghan MacEachernDirector, External
Communications & ESGTel: 437-341-1848Email:
meghan.maceachern@shawcor.comWebsite: www.shawcor.com
Source: Shawcor Ltd.Shawcor.ER
Forward-looking Statements
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.
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