VANCOUVER, Dec. 8, 2017 /CNW/ - WesternOne Inc. ("WesternOne") (Toronto Stock Exchange: WEQ and WEQ.DB) today announced that the Toronto Stock Exchange (the "TSX") has accepted its notice of intention to make a normal course issuer bid (the "Bid").
The notice provides that WesternOne may, during the twelve-month period commencing December 12, 2017 and ending December 11, 2018, purchase up to the lesser of: (i) 1,077,154 common shares of WesternOne (each, a "Share"), representing 10% of the "public float" (as defined in the TSX Company Manual) as of the date hereof; and (ii) Shares having an aggregate purchase price of $1,800,000. Daily purchases of Shares under the Bid will be limited to 3,629 Shares (which is equal to 25% of the average daily trading volume of WesternOne's common shares for the most recently completed six calendar months), provided that WesternOne may make one block purchase of Shares per calendar week which exceeds this daily restriction. As at the date hereof, there are 17,017,044 common shares of WesternOne issued and outstanding and 10,771,545 common shares of WesternOne in the "public float".
WesternOne believes that its Shares are currently trading, or due to market volatility, may trade, in a price range that does not adequately reflect their underlying value based on WesternOne's business prospects and financial position. Accordingly, depending upon future price movements and other factors, WesternOne may purchase outstanding Shares from time to time, provided that the repurchase of Shares at such market prices continue to be an appropriate use of WesternOne's resources and will benefit remaining shareholders by increasing their proportionate equity interest in WesternOne.
Purchases subject to the Bid will be carried out pursuant to open market transactions through the facilities of the TSX or other Canadian marketplaces by Raymond James Ltd. on behalf of WesternOne in accordance with applicable regulatory requirements. All Shares purchased by WesternOne under the Bid will be returned to treasury and cancelled. WesternOne has not purchased any of its common shares within the last 12 months.
WesternOne intends to establish an automatic purchase plan (the "Plan") to enable purchases to continue to be made under the Bid, without the control or influence of WesternOne, while WesternOne is in a trading blackout due to its established corporate governance practices, insider trading rules or otherwise. The Plan will define a prearranged set of criteria under which Raymond James Ltd. may make Share purchases.
To the knowledge of WesternOne, no director or senior officer of WesternOne or any associate of any such persons, or any person acting jointly or in concert with WesternOne, or any person holding 10% or more of WesternOne's issued and outstanding common shares, currently intends to sell common shares under the Bid. However, sales by such persons through the facilities of the TSX or elsewhere may occur if the personal circumstances of any such person change or if any such person makes a decision unrelated to the Bid.
Certain statements in this news release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to: WesternOne's intentions or expectations with respect to the Bid and any Shares repurchased thereunder; and WesternOne's intention to establish the Plan. Actual events or results may differ materially.
Forward-looking information contained in this news release is based on certain key expectations and assumptions made by WesternOne, including, without limitation: the ability of WesternOne to achieve the anticipated benefits of the Bid; that the Shares will trade below their value from time to time; that WesternOne will complete purchases of Shares pursuant to the Bid; the impact of the current economic climate in Western Canada on WesternOne's operations will remain consistent with WesternOne's current expectations; the increased competitive environment in which WesternOne and its business units operate; a protracted period of lower crude oil prices; rental rates will be subject to supply-related and competitive pressure in 2017 and 2018; the supply and demand for WesternOne's products and services and the related impact on the pricing on such products and services will remain consistent with WesternOne's current expectations; management's assessment of future plans and operations; the impact on rental rates from supply-related and competitive pressure will remain consistent with the WesternOne's current expectations; and rental activity levels will continue its moderate growth trend. Although the forward-looking information contained in this news release is based upon what WesternOne's management believes to be reasonable assumptions, WesternOne cannot assure investors that actual results will be consistent with such information. In particular, there can be no assurance that WesternOne will make purchases under the Bid, or that any purchases made will benefit remaining shareholders of WesternOne. Forward-looking information reflects current expectations of management regarding future events and operating performance as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to: the failure to realize the anticipated benefits of the Bid; the risk that the market price of the Shares will be too high to ensure purchases under the Bid will benefit WesternOne and its shareholders; a failure to execute purchases under the Bid; general economic, market and business conditions; and stock market volatility. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other risk factors that could cause actual results to differ materially from the results discussed in the forward-looking information can be found under "Risk Factors" in WesternOne's Annual Information Form dated March 30, 2017 and MD&A dated November 13, 2017, which are both available on SEDAR (www.sedar.com).
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to WesternOne. The forward-looking information is made as of the date of this news release and WesternOne assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
WesternOne Inc. seeks to acquire and grow businesses in the construction and infrastructure services sectors in Western Canada. Its primary business platform, WesternOne Infrastructure Services, is a leading provider of construction heat services and aerial equipment rentals to businesses in the construction, infrastructure, film and television industries in Western Canada.
Toronto Stock Exchange: WEQ and WEQ.DB
THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.
SOURCE WesternOne Inc.
For further information: Carlos Yam, Chief Financial Officer, WesternOne Inc., Suite 910, 925 West Georgia Street, Vancouver, BC V6C 3L2, Phone: (604) 678-4042, E-mail: [email protected]; For investor relations information, please contact: Andrew Greig, Manager of Investor Relations, WesternOne Inc., Suite 910, 925 West Georgia Street, Vancouver, BC V6C 3L2, Phone: (604) 678-4042, E-mail: [email protected]