Pivot Technology Solutions to Implement a Quarterly Dividend and a Normal Course Issuer Bid, as well as to Convert Series A Preferred Shares into Common Shares
CARLSBAD, CA, March 2, 2015 /CNW/ - Pivot Technology Solutions, Inc. ("Pivot" or the "Company") (TSX-V: PTG) today announced that the Company has initiated the process to convert the Company's outstanding Series A Preferred Shares into common shares. Subsequent to the conversion, the Company will have 167,786,626 common shares issued and outstanding.
In accordance with the legal requirements related to the conversion, written notice of conversion is being sent to all holders of its Series A Preferred Shares, advising that Pivot's transfer agent shall issue common shares on the basis of one common share for each Series A Preferred Share to each holder of record of these shares on March 16, 2015. Upon completion of such issuance of common shares, the certificates representing the Series A Preferred Shares so converted shall be null and void.
The Company's Board of Directors has also approved the implementation of a normal course issuer bid ("NCIB"), which will allow Pivot to repurchase the greater of up to 5% of the Company's issued and outstanding common shares or up to 10% of the Company's public float, calculated in accordance with TSX Venture regulations, after conversion of the Series A Preferred Shares, over a twelve month period. Implementation of the NCIB is subject to the filing of a formal notice and approval by the TSX Venture Exchange. Further details of the normal course issuer bid will be communicated upon receipt of TSX Venture Exchange approval.
Concurrent with the approval of the preferred share conversion and the adoption of the NCIB, the Board has also approved the initiation of a CAD$0.03 per share annual dividend, to be paid quarterly. Pivot anticipates declaring the initial quarterly dividend of CAD$0.0075 per share at the time of the publication of the financial results for the second quarter of 2015, with payment in September 2015. The Company will confirm and approve the record date for the initial dividend in a subsequent news release.
Warren Barnes, CEO of Pivot, stated, "Following a lengthy and thorough review of options regarding the company's capital structure, the Board has determined that a conversion of the Series A Preferred Shares into common shares is in the best interests of all shareholders and the Company. We are pleased to bring this process to a conclusion and to move forward with a simplified capital structure. Additionally, the Board believes the Company is now in a position to adopt certain policies that will make a positive contribution towards creating shareholder value. Specifically, I am referring to the adoption of the NCIB and the quarterly dividend."
About Pivot Technology Solutions, Inc.
Together with its portfolio companies and partners, Pivot delivers solutions that enable organizations to design, build, implement and maintain computing and communication infrastructure that addresses their unique business needs. Pivot's approach supports improvement of business performance, helps organizations reduce capital and operating expenses, and accelerates the delivery of new products and services to end-customers. With over 2,000 clients, many of whom are Fortune 1,000 companies, Pivot extends its value added solutions to help organizations of all sizes improve operating efficiency, reduce complexity and enhance service delivery through virtualization and cloud computing. Pivot enables businesses to extend their enterprise through mobility solutions to better connect business partners and customers. Pivot has offices throughout North America and can be found online at www.pivotts.com.
Forward Looking Statements
This news release contains statements that, to the extent they are not recitations of historical fact, may constitute "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements in this news release include statements regarding the conversion of Series A Preferred Shares, adoption of an NCIB and dividend policy, and the assumptions underlying any of the foregoing. Pivot uses words such as "may", "would", "could", "will", "likely", "expect", "believe", "intend" and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions made by Pivot, including the assumption that there will not be any delay in the record date and conversion date of the Series A Preferred Shares, that TSXV approval for the NCIB will be obtained, that the Company will declare a dividend on common shares during the third quarter, 2015, as well as other factors Pivot believes are appropriate under the relevant circumstances. However, whether actual results and developments will conform to Pivot's expectations and predictions is subject to any number of risks and uncertainties. These risks and uncertainties include, without limitation: the risk that the record date and conversion date of the conversion will be delayed, the risk that TSXV approval for the NCIB may not be obtained within the timeframe expected and that the Company will not adopt a dividend policy or delay its adoption. The "forward-looking statements" contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.
Questions with respect to the conversion of the Series A Preferred Shares should be directed to:
100 University Avenue
8th Floor, North Tower
Toronto, Ontario M5J 2Y1
Tel: 1-800-564-6253 (toll free in Canada and USA)
1-514-982-7555 (direct dial)
Neither the 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.
SOURCE Pivot Technology Solutions, Inc.