Shawcor Ltd., dba Mattr Infratech Announces the Early Renewal and Expansion of Its Normal Course Issuer Bid
TORONTO, June 26, 2023 (GLOBE NEWSWIRE) — Shawcor Ltd., dba Mattr Infratech (“Mattr” or the “Company”) (TSX: MATR), today announced that it has terminated its existing normal course issuer bid (the “Existing Bid”), which commenced on September 26, 2022 and had an expiry date of September 25, 2023, and the Toronto Stock Exchange (the “TSX”) has approved the Company’s notice of intention to renew its normal course issuer bid (the “New Bid”) for common shares of the Company (the “Common Shares”).
Under the Existing Bid, the Company purchased for cancellation a total of 1,515,000 Common Shares, through the facilities of the TSX or by such other permitted means, out of the 5,685,630 Common Shares it was authorized to repurchase, for an aggregate repurchase price of approximately $17,481,432.21 million and at a volume weighted average purchase price of $11.5389 per Common Share. As a result of the early termination and renewal of the Existing Bid, the 1,515,000 Common Shares purchased under the Existing Bid will be deducted from the New Bid’s annual limit as per the requirements of the TSX.
Pursuant to the New Bid, the Company may purchase for cancellation up to 3,442,233 Common Shares, representing approximately 10% of the Company’s public float as at June 26, 2023 (being 4,957,233 Common Shares), less the 1,515,000 Common Shares purchased under the Existing Bid. As of the date hereof, the Company has 69,611,384 Common Shares issued and outstanding. In connection with the early termination of the Existing Bid and the commencement of the New Bid, the Company has removed the restriction present in the Existing Bid that Mattr be limited to purchasing a maximum of C$25 million in aggregate repurchases of Common Shares under the Existing Bid based on the actual price paid for such repurchased Common Shares pursuant to the Existing Bid. Under the New Bid, Mattr will continue to be subject to certain restrictive covenants set out in the trust indenture dated December 10, 2021, governing Company’s senior unsecured notes, which contains a restrictive covenant that, among other things, limits the Company’s ability to purchase, redeem or otherwise acquire or retire for value its Common Shares, including pursuant to the New Bid (and the Existing Bid), subject to compliance with financial ratio and incurrence tests set forth in the trust indenture.
The Existing Bid will expire at the close of trading on the TSX on June 27, 2023, and the New Bid will commence at the opening of trading on June 28, 2023 and will expire at the close of trading on June 27, 2024.
All purchases pursuant to the New 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 New Bid will be funded using existing cash resources and any Common Shares repurchased by the Company under the New 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 New Bid will be limited to 78,025 Common Shares, which represents approximately 25% of the average daily trading volume of 312,103 Common Shares of the Company for the most recently completed six calendar months preceding May 31, 2023.
The actual number of Common Shares which may be purchased pursuant to the New Bid and the timing of any such purchases will be determined by the Company, 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.
In connection with the termination of the Existing Bid, the Company has terminated the automatic share purchase plan dated September 21, 2022, with a designated broker, in accordance with its terms, and has 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 under the New Bid. The Plan has been approved by the TSX and will be implemented effective as of June 26, 2023.
Under the Plan, the Broker may purchase Common Shares under the New 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 New 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 the New 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 New 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 New Bid terminates.
About Shawcor Ltd., dba Mattr Infratech
Mattr is a growth-oriented, global materials technology company broadly serving critical infrastructure markets, including transportation, communication, water management, energy and electrification. The Company operates through a network of fixed and mobile manufacturing facilities. Its three business segments, Composite Technologies, Connection Technologies and Pipeline & Pipe Services enable responsible renewal and enhancement of critical infrastructure while lowering risk and environmental impact.
For further information, please contact:
Meghan MacEachern
Director, External Communications & ESG
Tel: 437-341-1848
Email: meghan.maceachern@mattr.com
Website: www.mattr.com
Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable securities laws, including statements related to the Existing Bid and New Bid, the timing and amount of potential purchases and the cancellation of Common Shares under the New Bid and the Plan, and the Company’s compliance with covenants under its trust indenture dated December 10, 2021. 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.
Source: Shawcor Ltd., dba Mattr Infratech
