TORONTO, December 21, 2021 / CNW / – LifeSpeak Inc. (“Talk about life“or the”Society“) (TSX: LSPK), the mental health and total wellness platform for employee and customer-centric organizations, today announced its intention to launch a normal course issuer bid (the “NCIB“) to purchase, for cancellation, up to 2,415,125 ordinary shares in the capital of the Company (“Ordinary actions“), which represents approximately 5% of the issued and outstanding ordinary shares at December 17, 2021.
Like a December 17, 2021, the Company had 48,302,511 common shares issued and outstanding. In connection with the ordinary shares that may be purchased under the public tender offer, the Company has entered into an automatic share purchase plan (“PAES“) with its designated broker.
Purchases of Common Shares under the issuer bid may be made through the Toronto Stock Exchange (“TSX“) and alternative trading systems by means of open market transactions or by any other means authorized by the TSX and by applicable securities laws.
The Company believes that the current market price of its common shares does not fully reflect their underlying value and that current market conditions provide opportunities for the Company to acquire common shares at attractive prices. In the opinion of the Company, a repurchase of common shares would constitute an efficient use of its cash flow and would be in the best interests of the Company and its shareholders. It would both improve liquidity for shareholders wishing to sell and increase the proportional interests of shareholders wishing to maintain their positions.
NCIB should start on or about December 24, 2021, and will end no later than 23 December 2022. All purchases of Common Shares will be made in accordance with the applicable rules of the TSX. The average daily trading volume of common shares on the TSX since it closed its initial public offering on July 6, 2021, is 60,206 ordinary shares. In accordance with TSX rules and subject to the block purchase exemption, a maximum daily redemption of 25% of this average may be made, representing 15,051 common shares. The price per common share will be based on the market price of those shares at the time of purchase in accordance with regulatory requirements.
Purchases under the RASP will be determined by the Dealer in its sole discretion, based on purchasing parameters established by the Company in accordance with the rules of the TSX, applicable securities laws and the terms of the RASP. Purchases of Common Shares under the RPAA may be made through the TSX and alternative trading systems.
The ASPP has been pre-authorized by the TSX and will come into effect on December 24, 2021. The ASPP will terminate on the earliest of the following dates: (i) the public tender offer expires; (ii) the maximum number of ordinary shares has been purchased under the public tender offer; and (iv) the Company terminates the ASPP in accordance with its terms. Concurrent with the establishment of the ASPP, the Company confirmed to the broker that it was not aware of any material undisclosed or non-public information regarding the Company or the Company’s securities at that time.
During the term of the ASPP, the Company will not communicate any material undisclosed or non-public information to the broker’s trading staff; therefore, the broker may make purchases regardless of whether a blackout period is in effect or whether there is material undisclosed or non-public information about the Company at the time the purchases are made under of the ASPP. In the event that the ASPP is materially modified, suspended or terminated, the Company will issue a press release informing of such modification, suspension or termination, as the case may be.
About LifeSpeak Inc.
LifeSpeak is a leading software-as-a-service provider of a mental health and total wellness education platform for organizations committed to caring for their employees and customers. With over 17 years of experience creating and curating thousands of expert-led micro-learning videos and other digital content, the depth and breadth of easily usable content in LifeSpeak’s exclusive library helps companies around the world to support their employees anytime, anywhere. LifeSpeak serves a diverse global customer base across many industries and industries, including Fortune 500 companies, government agencies, insurers, and other healthcare technology companies. LifeSpeak is the parent company of Lift Digital Inc., ALAViDA Health Ltd. and EnCompass Education Solutions, Inc. For more information, follow LifeSpeak on LinkedIn (http://www.linkedin.com/company/lifespeak-inc) or visit www.LifeSpeak.com.
This press release contains “forward-looking information” within the meaning of applicable securities laws. This forward-looking information includes, without limitation, information regarding our objectives and the strategies to achieve those objectives, as well as information regarding our beliefs, plans, expectations, expectations, estimates and intentions, including beliefs that the offering public tender offer is in the best interest of the company and its shareholders and that the underlying value of the company may not be reflected in the price of the common shares, the intentions of the company regarding the public tender offer and whether the Company will receive the required TSX approvals with respect to the issuer bid.
In some cases, but not necessarily in all cases, forward-looking information may be identified by the use of forward-looking terminology and phrases such as “forecast”, “target”, “objective”, “may”, “” could “,” will “,” could “,” expect “,” anticipate “,” estimate “,” intend “,” plan “,” indicate “,” seek “,” believe “, “Predict” or “probable”, or the negative of these terms, or other similar expressions intended to identify forward-looking information, including references to assumptions. In addition, any statement that refers to expectations, intentions, projections or other characterizations of future events or circumstances contains forward-looking information. Statements containing forward-looking information are not historical facts or guarantees or assurances of future performance, but rather represent management’s current beliefs, expectations, estimates and projections regarding possible future events, circumstances or performance.
Forward-looking information is necessarily based on a number of opinions, estimates and assumptions which, although considered reasonable by LifeSpeak as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by forward-looking information include, without limitation, the risk factors identified under “Risk factors“in the Company’s prospectus dated June 28, 2021 (the “IPO prospectus“), and in other periodic filings that the Company has made and may file in the future with securities commissions or similar regulatory bodies in Canada, all of which are available under the Company’s SEDAR profile at www.sedar.com. These factors are not intended to represent a complete list of factors that could affect LifeSpeak. However, these risk factors need to be carefully considered. There can be no assurance that these estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this press release. LifeSpeak assumes no obligation to publicly update any forward-looking information, except as required by applicable securities laws.
SOURCE LifeSpeak Inc.
For more information: For investor inquiries, please contact: Michael McKenna, [email protected], Chief Financial Officer and Secretary, LifeSpeak Inc. Or: Adam Peeler, on behalf of: LifeSpeak Inc., 416.427.1235, [email protected]