TORONTO, Dec. 21, 2018 /CNW/ - BSM Technologies Inc. (TSX: GPS) ("BSM" or the "Company"), a leading provider of Internet of Things (IoT) enabled telematics and asset management solutions, announced today that the Toronto Stock Exchange (the "TSX") has approved the Company's notice of intention to commence a normal course issuer bid (the "Bid").
Under the terms of the Bid, BSM may acquire up to 5,301,709 common shares of the Company (the "Common Shares") from time to time in accordance with TSX procedures. This represents approximately 10% of the total public float of the Common Shares, as defined by the TSX, as of December 1, 2018. On December 14, 2018, the Company had a total of 80,861,511 Common Shares outstanding out of which a total of 27,844,417 Common Shares are held by directors and senior officers, principal security holders or held in escrow.
The Bid will commence on December 27, 2018, and will terminate on December 26, 2019, or earlier if the number of Common Shares sought in the Bid have been purchased. Daily purchases under the Bid will be limited to a maximum of 11,686 Common Shares, other than purchases made in compliance with the provisions of the block purchase exemption of the TSX, which represents 25% of the average daily trading volume on the TSX for the period from June 1, 2018, to November 30, 2018.
The Company believes that the market price of its Common Shares at certain times may be attractive and that the repurchase of Common Shares at such market prices is an appropriate use of corporate funds.
All Common Shares will be purchased on the open market through the facilities of the TSX and/or alternative Canadian trading platforms, if eligible, and payment for the Common Shares will be in accordance with TSX policies. The price paid for the Common Shares will be the market price at the time of purchase, plus applicable brokerage fees, or such other prices as may be permitted by the TSX. No purchases will be made other than by means of open market transactions during the term of the Bid. The Common Shares purchased by the Company will be cancelled and returned to treasury.
Paradigm Capital Inc. ("Paradigm") will continue to act as the Company's broker firm responsible for making purchases pursuant to the Bid, in accordance with the terms and conditions of an automatic securities repurchase plan (the "ASPP Plan"). Under the ASPP Plan, the timing for the purchase of Common Shares, the number of Common Shares purchased and the price payable for the Common Shares will be determined by Paradigm, in its sole discretion, subject to a prescribed maximum price payable outlined in the ASPP Plan, without consultation with BSM, having regard to the price limitations and other terms of the ASPP Plan and the rules of the TSX.
Under its previously approved normal course issuer bid (the "Previous Bid") that will expire on December 26, 2018, as of December 1, 2018, the Company has repurchased 2,166,699 Common Shares at an aggregate cost of approximately $2,700,839, excluding brokerage fees, representing a weighted average purchase price of $1.2465 per Common Share. The maximum number of Common Shares sought and approved under the terms of the Previous Bid was 7,002,017 and all Common Shares purchased under the Previous Bid were made on the open market through the facilities of the TSX and/or alternative Canadian trading platforms, and payment for the Common Shares was made in accordance with TSX policies. All of the purchased Common Shares purchased to date under the Previous Bid have been or will be cancelled forthwith.
A copy of the notice filed with the TSX may be obtained, by any shareholder of the Company without charge, by contacting the Company's Corporate Secretary.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain forward-looking statements or information under applicable Canadian, U.S. and other securities laws. Such forward-looking information and statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could", or "might" occur or be achieved and any other similar expressions. These forward-looking statements are based on numerous assumptions including but not limited to the market price of the Common Shares, the availability of Common Shares for purchase on the TSX and/or alternative Canadian trading platforms and the available funds for the repurchase of Common Shares. These forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking information. Some of these risks, uncertainties and other factors are described under the heading "Risk Factors" in BSM's most recent annual information form available at www.sedar.com. Forward-looking statements or information are based on estimates and opinions of the Company at the date the statements are made. Except as required by applicable law, BSM does not undertake any obligation to update forward-looking information. Readers should not place undue reliance on forward-looking information.
About BSM Technologies:
With more than 20 years of experience, BSM Technologies Inc., through its subsidiaries and affiliates, is a leading provider of Internet of Things (IoT) enabled telematics and asset management solutions. Focused on the Government, Service, Rail and Construction markets, BSM provides the technology, tools and services required to connect, analyze and optimize fleets, equipment and people – empowering data-driven operational decision-making. BSM illuminate, BSM's software platform, enables companies to leverage data insights, analytics and optimization tools for competitive advantage.
For more information, please visit http://www.bsmtechnologies.com.
All amounts in Canadian dollars (CAD$) unless otherwise noted. The TSX does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE BSM Technologies Inc.
For further information: Louis De Jong, President & Chief Executive Officer, BSM Technologies Inc., (416) 675-1201, [email protected], Craig MacPhail, Investor Relations, NATIONAL Capital Markets, (416) 586-1938, [email protected]