TORONTO, Dec. 18, 2014 /CNW/ - BSM Technologies Inc. ("BSM" or the "Company") (TSX-V: GPS), a leading provider of remote monitoring, fleet management, fleet diagnostics and automated vehicle security systems, today announced that further to its December 15, 2014, news release, the TSX Venture Exchange (the "TSXV") has approved the Company's notice of intention to make a normal course issuer bid (the "Bid"). Under the terms of the Bid, BSM may acquire up to 4,287,465 common shares of the Company (the "Common Shares") from time to time in accordance with TSXV procedures, representing approximately 10% of the total public float of the Common Shares. On December 18, 2014, the Company had a total of 47,713,726 Common Shares outstanding out of which a total of 4,839,074 Common Shares are non-public shares held by directors and senior officers or held in escrow.
The Bid will commence on December 23, 2014, and will terminate on December 22, 2015, or earlier if the number of Common Shares sought in the Bid have been purchased. BSM has not made any purchases of its Common Shares during the past twelve months.
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 TSXV and payment for the Common Shares will be in accordance with TSXV policies. The price paid for the Common Shares will be the market price at the time of purchase. 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. Purchases may be suspended by the Company at any time.
BSM has appointed Paradigm Capital Inc. as its broker to conduct the Bid.
A copy of the notice filed with the TSXV may be obtained, by any shareholder of the Company without charge, by contacting the Company's Chief Financial Officer.
BSM also announced today the grant of stock options ("Options") to purchase 325,000 common shares of the Company and 747,725 restricted share units ("RSUs") to certain directors, officers, employees and consultants of the Company.
The Options have an exercise price of $1.48 per common share, are exercisable on or before December 18, 2019, and vest in accordance with the following schedule: (i) 1/3 of the Options on December 18, 2015; (ii) 1/3 of the Options on December 18, 2016; and (iii) the remaining 1/3 of the Options on December 18, 2017. The grant of Options is subject to the policies of the TSX Venture Exchange ("TSXV"). Following the aforementioned grant of Options, the Company has 1,896,701 Options outstanding pursuant to its First Amended and Restated Stock Option Plan.
The RSUs entitle the holder to receive one common share of the Company from treasury on the third anniversary of the grant, without any monetary consideration being paid to the Company. The grant of RSUs is subject to the policies of the TSXV. Following the aforementioned grant of RSUs, the Company has 792,725 RSUs outstanding pursuant to its 2014 Restricted Share Unit Plan.
About BSM Technologies Inc. (bsmwireless.com)
BSM Technologies Inc., through its subsidiaries, is a leading provider of remote monitoring, fleet tracking, fleet maintenance, and business intelligent engine providing real time, web‐based tracking of mobile and fixed assets. BSM provides solutions for commercial, government, and law enforcement organizations who manage and operate diverse assets and large fleets, and who seek to enhance customer service, improve the safety of their drivers and vehicles, and lower business costs.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts 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.
For more information, please visit http://www.bsmwireless.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable securities laws. Such forward-looking information is 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, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business. Management believes that these assumptions are reasonable. 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 the Company's annual information form available at www.sedar.com. Forward-looking information is based on estimates and opinions of management at the date the statements are made. Except as required by law, BSM does not undertake any obligation to update forward-looking information even if circumstances or management's estimates or opinions should change. Readers should not place undue reliance on forward-looking information.
SOURCE: BSM Technologies Inc.