TORONTO–(BUSINESS WIRE)–VerticalScope Holdings Inc. (“Vertical range“or the”Company”) (TSX: FORA), a technology company that created and operates a cloud-based digital platform for online enthusiast communities, today announced that the Toronto Stock Exchange (the “TSX”) accepted the Company’s notice of intention to make a normal course issuer bid (“ORCN”).
Under the OPRCA program, the Company is authorized to purchase up to 918,143 of its subordinate voting shares (“Shares“) in aggregate, representing 5% of the outstanding Shares as of August 10, 2022. As of August 10, 2022, the Company had 18,362,878 Shares issued and outstanding and a public float of 7,390,816 Shares. Purchases will be made in normal course purchases made through the facilities of the TSX, other designated exchanges and/or other Canadian trading systems, or by any other means authorized by the Ontario Securities Commission or the Canadian Authorities at any time, up to 1,418 shares per day (equivalent to 25% of 5,674 shares, which is the average daily trading volume on the TSX for the company’s shares during the six calendar months preceding the date hereof), subject to certain exceptions, including bulk purchase exceptions. All shares purchased by the Company pursuant to the tender offer will be cancelled. Purchases may begin on August 16, 2022 and continue will end at the date on which the Company repurchased the maximum number of shares under the tender offer and August 15, 2023. In accordance with the terms of the Company’s credit facilities, the Company cannot devote more than 6% of the net cash proceeds of public equity offerings, including its initial public offering, to acquire shares under the issuer bid.
In deciding to establish the OPRCA, the Company believes that the market price of the Shares may not adequately reflect their value and that current market conditions provide the Company with opportunities to acquire Shares at attractive prices. In the opinion of the Company, having the ability to redeem Shares on an opportunistic basis could be an efficient use of its cash resources and could be in the best interest of the Company and its shareholders. This would both improve liquidity for shareholders seeking to sell and increase proportional interest for shareholders wishing to maintain their positions.
Purchases will be made by the Company in accordance with the requirements of the TSX and the price the Company will pay for such shares will be the market price of such shares at the time of acquisition, or such other price as permitted by the Toronto Stock Exchange.
Under the NCIB program, the Company has entered into an automatic repurchase plan with its designated broker to allow the purchase of its shares during certain predetermined blackout periods, subject to certain parameters to be determined as to the price and the number of shares. Outside of these pre-determined blackout periods, shares will be redeemed at management’s discretion, subject to applicable law.
Founded in 1999 and based in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high-consumption spending categories. VerticalScope’s mission is to enable people with common interests to connect, explore their passions, and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and over 100 million monthly active users. VerticalScope is listed on the Toronto Stock Exchange (TSX: FORA).
This press release contains forward-looking information within the meaning of applicable securities laws that reflects the Company’s current expectations regarding future events. When used in this press release, words such as “should”, “could”, “planned”, “expect”, “plan” or “believe” and similar expressions indicate forward-looking statements. Forward-looking information, including the company’s intention to launch the tender offer; the timing, amount and financing of any purchase of shares under the tender offer; the anticipated facilities by which such purchases could be made, and other matters, are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Important assumptions made in making these forward-looking statements include the following: VerticalScope’s beliefs regarding its financial condition and prospects; stability of general economic and market conditions and exchange rates; the availability of cash resources for, and authorization under our credit facility, of purchases of outstanding shares under the issuer bid; the existence of potentially superior uses of VerticalScope’s cash resources than stock repurchases; compliance by third parties with their contractual obligations; compliance with applicable laws and regulations relating to OPRCN; that we will continue to have sufficient financial resources to fund currently planned actions and financial obligations and to pursue desirable business opportunities. Although the Company believes that its assumptions are reasonable in the circumstances, they may prove to be incorrect. These forward-looking statements also involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from any anticipated results, performance or achievements or developments expressed or implied by such statements. prospective. These factors include, but are not limited to: the availability of cash resources for, and the authorization under our credit facility, of purchases of outstanding shares under the issuer bid; compliance with applicable laws and regulations relating to normal course issuer bids; a reduction in the size of our “public float” following buybacks made within the framework of the OPRA; VerticalScope’s future capital requirements; market and general economic conditions; and unforeseen legal or regulatory developments, as well as factors discussed under “Risk Factors” in the Company’s Annual Information Form dated March 31, 2022, which is available on the Company’s profile on SEDAR at www.sedar .com. Actual results could differ materially from those projected here. VerticalScope undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.