EDMONTON, April 6, 2018 /CNW/ - ZCL Composites Inc. (TSX:ZCL) ("ZCL" or the "Corporation") is pleased to announce that The Toronto Stock Exchange (the "Exchange") has accepted the Corporation's Notice of Intention to Make a Normal Course Issuer Bid (the "Notice") pursuant to which ZCL intends to make a normal course issuer bid ("NCIB") for certain of its outstanding Common Shares on the terms set forth in the Notice. The Corporation believes that, from time to time, the market price of the ZCL Common Shares may not reflect their underlying value and that, at such times, the purchase of Common Shares for cancellation will increase the proportionate interest of, and be advantageous to, all remaining shareholders.
As of March 31, 2018, there were 30,905,246 Common Shares outstanding. Under the terms of the Notice, the Corporation is authorized by the Exchange to purchase up to 1,500,000 Common Shares, representing approximately 4.9% of the total issued and outstanding Common Shares outstanding as of March 31, 2018. The maximum number of Common Shares that ZCL may purchase on any given day is 14,969 Common Shares, which is 25% of the Corporation's average daily trading volume of 59,876 on the Exchange. ZCL may also make one weekly block repurchase which exceeds the daily limit subject to prescribed rules. All Common Shares acquired under the NCIB will be cancelled.
With regard to the prior NCIBs, the Corporation entered into a NCIB on March 31, 2017 with the intent to re-purchase and cancel up to 1,500,000 Common Shares from the open market. Over the course of that NCIB, the Corporation purchased and cancelled a total of 290,500 Common Shares at an average price of $10.92 per share.
The Corporation is authorized to make purchases during the period from April 11, 2018 to April 10, 2019, or until such earlier time as the NCIB is completed or terminated at the option of the Corporation. Any Common Shares the Corporation purchases under the NCIB will be purchased on the open market through the facilities of the Exchange or alternative markets, at the prevailing market prices at the time of the transaction. The Corporation has re-appointed Peters & Co as its broker to conduct the NCIB transactions under an Issuer Repurchase Plan Agreement ("IRPA") dated April 6, 2018. The IRPA will allow Peters & Co to purchase Common Shares under the bid during internal blackout periods when the Corporation would normally not be permitted to trade in its shares. Such purchases will be at the sole discretion of Peters & Co on direction received from ZCL prior to any blackout period and in accordance with all regulatory and securities law.
About ZCL Composites Inc.
Our mission is to deliver Peace of Mind through corrosion resistant solutions that preserve and protect the environment. More information about ZCL is available on our website at www.zcl.com.
Advisory Regarding Forward-Looking Statements
This news release may contain forward-looking statements concerning expected future events, including the number and timing for shares to be acquired under NCIB, or the Corporation's future performance and anticipated financial and operating results of the Corporation that involve risks and uncertainties. Actual results may differ materially from those reflected in the Corporation's forward-looking statements due to a number of known and unknown risks, uncertainties and other factors affecting the Corporation's business and the industries the Corporation serves generally.
These factors include, but are not limited to, fluctuations in the level of capital expenditures in the Fuel, Water & Wastewater, and Oil & Gas markets, drilling activity and oil and natural gas prices, and other factors that affect demand for the Corporation's products and services, industry competition, the need to effectively integrate acquired businesses, uncertainties as to the Corporation's ability to implement its business strategy effectively, political and economic conditions, the Corporation's ability to attract and retain key personnel, raw material and labour costs, fluctuations in the US dollar, euro and Canadian dollar exchange rates, and other risks and uncertainties described under the heading "Risk Factors" in the Corporation's most recent Annual Information Form, and elsewhere in this press release and other documents filed with Canadian provincial securities authorities. These documents are available to the public at www.sedar.com. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and the reporting currency is in Canadian dollars.
In addition to the factors noted above, management cautions readers that the current economic environment could have a negative impact on the markets in which the Corporation operates and on the Corporation's ability to achieve its financial targets. Factors such as continuing global economic uncertainty, tighter lending standards, volatile capital markets, fluctuating commodity prices, and other factors could negatively impact the demand for the Corporation's products and the Corporation's ability to grow or sustain revenues and earnings. Fluctuations in conversion rates of the US dollar to Canadian dollar and euro to Canadian dollar also have the potential to impact the Corporation's revenues and earnings.
The Corporation believes that the expectations reflected in the forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon.
The forward-looking statements in this report speak only as of the date of this press release. The Corporation does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Corporation or on the Corporation's behalf, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
SOURCE ZCL Composites Inc.
For further information: Ron Bachmeier, President & CEO, ZCL Composites Inc., (780) 466-6648, [email protected]; Kathy Demuth, Chief Financial Officer, ZCL Composites Inc., (780) 466-6648, [email protected]