Pivot Technology Solutions, Inc. Launches Normal Course Issuer Bid
TORONTO, June 20, 2017 /CNW/ - Pivot Technology Solutions, Inc. (TSX: PTG), ("Pivot" or the "Company") a full-service information technology provider, today announced that it has received regulatory approval for a normal course issuer bid ("NCIB").
Under the new bid, the Company may purchase for cancellation up to 3,820,852 common shares of the Company or approximately 10% of the Company's total public float at prevailing market prices, in accordance with the rules of the Toronto Stock Exchange ("TSX"). There are currently 40,293,020 common shares outstanding as of June 2, 2017. The Company intends to cancel all shares purchased under the NCIB, being up to 3,820,852 common shares of the Company, or approximately 10% of the total public float as of June 2, 2017. The renewed NCIB will commence on June 22, 2017 and continue until June 21, 2018, unless completed or terminated earlier and will be effected through the facilities of the TSX.
The NCIB follows the Company's normal course issuer bid for the 12 months ended March 31, 2017 (the "2016 NCIB"). The Company had obtained approval to purchase up to 2,097,333 common shares under the 2016 NCIB. The Company's 2016 NCIB began on April 1, 2016 and concluded on March 31, 2017, with the Company repurchasing through the facilities of the TSX Venture Exchange and, commencing December 19, 2016, the TSX, and cancelling 1,160,574 common shares at a weighted average purchase price of Cdn $1.6877 per common share. In addition, in the last 12 months, 920,313 common shares were purchased for $1.50 per common share from former directors and officers pursuant to the issuer bid exemption in National Instrument 62-104 and such common shares were subsequently cancelled.
"We believe our share buyback program is in the best interests of Pivot shareholders and our Company," said Kevin Shank, President and Chief Executive Officer. "In our view, repurchasing shares from time to time is an appropriate use of the Company's capital."
The Company has entered into an automatic share purchase plan dated May 12, 2017 ("ASPP") with Echelon Wealth Partners, Inc. ("Echelon") in order to facilitate repurchases of its common shares under the NCIB. Under the ASPP, Echelon may repurchase shares under the NCIB at any time including, without limitation, when the Company would ordinarily not be permitted due to regulatory restrictions or blackout periods. Purchases will be made based upon the parameters prescribed by the TSX and applicable securities laws and the terms of the ASPP.
Purchases will be made at the discretion of the Company at prevailing market prices, through the facilities of the TSX, in compliance with regulatory requirements. Daily purchases will be restricted to not more than 22,390 common shares, representing 25% of 89,560, the average daily trading volume of the common shares calculated from December 19, 2016 to May 31, 2017, subject to certain prescribed exemptions. There can be no assurance as to the precise number of shares that will be repurchased under the share repurchase program. The Company may discontinue its purchases at any time, subject to compliance with applicable regulatory requirements.
About Pivot Technology Solutions
Pivot is a leading information technology infrastructure and services provider to approximately 2,000 customers, including many members of the Fortune 500. With offices throughout North America, Pivot uses its knowledge and local presence to help corporations, governments and educational institutions design, build, implement and maintain advanced computing and communication infrastructure. For more information, visit 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 include, but are not limited to, statements with respect to the proposed NCIB by the Company and management's expectations regarding the Company's plans to repurchase for cancellation common shares under the renewed NCIB. Pivot uses words such as "may", "would", "could", "will", "likely", "expect", "believe", "intend", "anticipate" and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by Pivot in light of its experience and its perception of historical trends, current conditions and expected future developments, 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, assumptions and uncertainties. Many factors could cause Pivot's actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. These factors include, without limitation: regulatory compliance, market and economic conditions, availability of sellers, changes in laws and regulations, operating efficiencies and cost saving initiatives. The "forward-looking statements" contained herein speak only as of the date of this news 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.
SOURCE Pivot Technology Solutions, Inc