TORONTO, Sept. 14, 2022 (GLOBE NEWSWIRE) — ECN Capital Corp. (TSX: ECN, ECN.PR.C) (“ECN Capital” or the “Company”) today announced that the Toronto Stock Exchange (the “”) has approved the Company’s notice of intention to launch a normal course issuer bid (the “Common Share Bid”) for the Company’s common shares (the “Common Shares”) and a normal course issuer bid (the the “Series C Preferred Share Offer” and, together with the Common Share Offer, the “Offers”) for the Company’s Cumulative 5-Year Minimum Rate Reset Preferred Shares, Series C (the “Shares Series C preferred shares”).
Under the Offers, the Company may purchase in the open (or otherwise permitted) market up to 22,170,050 Common Shares and 371,040 Series C Preferred Shares, representing approximately 10% of the “public float” of each Common Share and Series C Preferred Shares (as defined under the rules of the TSX), subject to the normal terms and restrictions of such offerings. ECN Capital may purchase its Common Shares and Series C Preferred Shares at its discretion during the period commencing on September 19, 2022 and ending on the earlier of September 18, 2023 and the completion of purchases under the Offer. applies.
Under TSX rules, during the six months ended August 31, 2022, the average daily trading volume on the TSX for the Series C Common Shares and Preferred Shares was 452,062 and 4,069, respectively and, accordingly, daily purchases on the TSX pursuant to the Offers will be limited to 113,015 Common Shares and 1,017 Series C Preferred Shares, other than purchases made pursuant to the Bulk Purchase Exception. The actual number of Common Shares and Series C Preferred Shares that may be purchased under the Offers and the timing of such purchases will be determined by ECN Capital, subject to applicable law and the rules of the TSX. As of September 6, 2022, the Company had 246,781,223 Common Shares and 3,712,400 Series C Preferred Shares issued and outstanding and a “public float” of 221,700,508 Common Shares and 3,710,400 Series C Preferred Shares.
Purchases under the Offers are expected to be made through the TSX or other permitted means (including through alternative trading systems in Canada), at prevailing market prices or otherwise permitted. The Offers will be funded with existing cash and all Common Shares and Series C Preferred Shares purchased by the Company pursuant to the Offers will be cancelled.
The Company believes that the Offers are in the best interest of the Company and constitute a desirable use of its funds.
Pursuant to prior notices of intention to make normal course issuer bids, pursuant to which the Company sought and received TSX approval to purchase 22,455,925 common shares, 384,210 Five-Year Cumulative Minimum Rate Reset Preferred Shares, Series A (the “Series A Preferred Shares”) and 371,040 Series C Preferred Shares, which commenced September 17, 2021 and expires September 16, 2022, the Company purchased 653 976 common shares at an average purchase price of $6.57 per common share, 0 preferred shares Series A and 0 preferred shares Series C Shares on the open market. On December 31, 2021, the Company redeemed all of its 49,100 issued and outstanding Series A Preferred Shares for a redemption price equal to $25.00 per Series A Preferred Share.
The Company has also entered into new automatic share purchase plans (the “Plans”) with designated brokers to facilitate redemptions of its outstanding Series C Common Shares and Preferred Shares. The plans have been approved by the TSX and will be implemented beginning September 19, 2022.
Under the Plans, the Company’s dealers may purchase Common Shares or Series C Preferred Shares under the Offers at times when the Company would not normally be permitted to do so, due to quarterly blackout periods. that it regularly imposes itself. Prior to the commencement of any particular internal trading blackout period, the Company may, but is not required to, instruct its brokers to effect purchases of Common Shares or Series C Preferred Shares pursuant to the during the following blackout period in accordance with the terms of the Plans. Such purchases will be determined by the relevant broker in its sole discretion based on parameters established by the Company prior to the start of the applicable blackout period in accordance with the terms of the applicable regime and the applicable rules of the TSX. Outside of such blackout periods, the Common Shares and Series C Preferred Shares will continue to be redeemable by the Company at its option under its Offers. Each Plan will terminate on the earliest of the following dates: (a) the purchase limit specified in the Plan has been reached, (b) the purchase limit under the applicable Offer has been reached, (c) the Company terminates the Plan in accordance with its terms, in which event Company will issue a press release confirming such termination, and (d) the applicable Offer will terminate.
About ECN Capital Corp.
ECN Capital Corp. (TSX: ECN) is a leading provider of business services to North American banks, credit unions, life insurance companies, pension funds and investment funds (collectively our “Partners”). ECN Capital originates, manages and advises credit assets on behalf of its partners, particularly in secured loan portfolios in the manufactured home, marine and recreational vehicle sectors and credit card portfolios. Our partners seek high quality assets to match their deposits or other liabilities. These services are offered through four operating companies: Triad Financial Services, Source One Financial Services, Intercoastal Finance Group and the Kessler Group.
This release includes forward-looking statements regarding ECN Capital and its business. These statements are based on the current expectations and views of future events of the management of ECN Capital. In some instances, forward-looking statements may be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, ” potential”, “estimate”, “believe” or the negative form of these terms, or other similar expressions intended to identify forward-looking statements. Forward-looking statements in this press release include those relating to future purchases of Series C common or preferred stock under the Offers. The forward-looking events and circumstances discussed in this release may not occur and may differ materially due to known and unknown risk factors and uncertainties affecting ECN Capital, including risks relating to the equipment finance industry, economic and many other factors beyond the control of ECN Capital. No forward-looking statement can be guaranteed. Forward-looking statements and information, by their nature, are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or the results of the industry, are materially different from future results, performance or performance. achievements expressed or implied by such forward-looking statements or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. A discussion of the material risks and assumptions associated with this outlook can be found in ECN Capital’s June 30, 2022 MD&A and 2021 Annual Information Form Information Statement dated March 30, 2022 which have been filed on SEDAR. and can be viewed at www.sedar.com. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date they are made, and ECN Capital undertakes no obligation to publicly update or revise any forward-looking statement, whether whether as a result of new information, future events or otherwise.