Under the terms of the Bid, BSM may acquire up to 7,027,655 common shares of the Company (the “Common Shares”) from time to time in accordance with TSX procedures, representing approximately 10% of the total public float of the Common Shares. On December 16, 2016, the Company had a total of 82,574,324 Common Shares outstanding out of which a total of 12,297,772 Common Shares are held by directors and senior officers, principal security holders or held in escrow.
The Bid will commence on December 23, 2016, and will terminate on December 22, 2017, 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 19,327 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, 2016 to November 30, 2016.
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 platform, 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.
Paradigm Capital Inc. 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 “Plan”). Under the 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 Capital Inc. in its sole discretion, subject to a prescribed maximum price payable, without consultation with BSM, having regard to the price limitations and other terms of the Plan and the rules of the TSX.
Under its previously approved normal course issuer bid that will expire on December 22, 2016, as of December 16, 2016, the Company has repurchased 7,523,500 Common Shares at an aggregate cost of approximately $7,333,635.90, representing a weighted average purchase price of $0.9748 per Common Share. All of the purchased Common Shares purchased to date have been subsequently cancelled.
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 Chief Financial Officer.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain forward-looking statements or information under applicable Canadian 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 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. Readers are cautioned that this information may not be appropriate for any other purposes. 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 annual information form for the fiscal year ended September 30, 2016 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 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 Inc. (bsmwireless.com)
BSM Technologies Inc., through its subsidiaries, is a global top 20 commercial fleet telematics provider for automatic vehicle location (AVL) solutions that improve efficiency, accountability and reduce costs for fleet operators. BSM’s end-to-end solutions automate record keeping and regulatory compliance, reduce fuel burn and idling, mitigate risk, and keep drivers safe. BSM provides solutions for commercial and government units who manage and operate diverse assets and large fleets that utilize its integrated fleet tracking, fleet maintenance, and intelligent business engine which provides real time, web‐based tracking of mobile and fixed assets.
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.
For more information, please visit http://www.bsmtechnologies.com
For more information please contact:
President & Chief Executive Officer
BSM Technologies Inc.
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