Espial Group Inc. (“Espial” or the “Company”), (TSX:ESP), today announced its intention to make a normal course issuer bid through the facilities of the Toronto Stock Exchange (TSX). Repurchases will not exceed 2,810,973 common shares, representing 10% of Espial public float of common shares, as of October 31, 2018. The number of common shares of Espial outstanding as of October 31, 2018 was 35,457,636 and the number of shares in Espials public float as of October 31, 2018 was 28,109,738. The issuer bid will commence on November 9, 2018 and will not extend beyond November 8, 2019.
All purchases of common shares under the normal course issuer bid will be made on the open market through the facilities of the TSX and any alternative Canadian trading system. The price paid for the common shares will be, subject to NCIB pricing rules contained in securities laws, the prevailing market price of such common shares at the time of such purchase. The common shares so purchased will be cancelled. Other than block purchase exceptions, daily purchases will be limited to 25% of the average daily trading volume, which is 9,002.
The Company also established an automatic plan under which its broker, GMP Securities L.P., may purchase common shares of Espial pursuant to the normal course issuer bid (NCIB). The plan defines a prearranged set of criteria in accordance with which its broker may make share purchases. The plan will enable the purchase of Espials common shares at any time, including when Espial would not ordinarily be active in the market because of internal trading blackout periods, insider trading rules or otherwise. The plan will terminate on the earliest of: the date on which the purchase limits specified in the plan have been attained, the date on which the normal course issuer bid terminates or the date on which the plan is terminated by a party in accordance with its terms.
Espials previous normal course issuer bid for the purchase of up to 3,502,141 commenced on August 25, 2017 and expired August 24, 2018. Over the term of the previous bid, Espial purchased 1,052,500 common shares at a weighted average price of $1.72 per common share on the facilities of the TSX and other alternative Canadian trading systems.
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Espial believes that the purchase of its common shares constitutes an appropriate use of its general funds, which may increase shareholder value. The current strong cash position of Espial allows it to implement the repurchase plan without adversely impacting Espials operations.
About Espial (www.espial.com)
Espial is transforming viewing experiences worldwide by enabling video services at web speed and web scale. From immersive user experience and discovery solutions to advanced cloud-based platforms, Espial solutions help service providers manage, deliver and monetize video and entertainment services. Espial’s customers span six continents, have deployed tens of million devices, and are serviced through Espial’s global sales, support, and innovation centers across North America, Europe, and Asia. www.espial.com
Forward Looking Statement
This press release contains information that is forward looking information with respect to Espial within the meaning of Section 138.4(9) of the Ontario Securities Act (forward looking statements) and other applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements or assumptions about, Espials intention to acquire common shares pursuant to the normal course issuer bid, the timing of such bid and cancellation of the common shares pursuant to the bid is in the best interests of the shareholders and that it will increase the value of the remaining common shares, and any other statements regarding Espial’s objectives (and strategies to achieve such objectives), future expectations, beliefs, goals or prospects are or involve forward-looking information.
Forward-looking information is based on certain factors and assumptions. While the company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking information, by its nature necessarily involves known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those in the forward-looking statements or could cause our current objectives and strategies to change, including but not limited to the failure to realize anticipated benefits of the normal course issuer bid, changing conditions and other risks associated with the on-demand TV software industry and the market segments in which Espial operates, competition, Espials ability to continue to supply existing customers and partners with its products and services and avoid being displaced by competitive offerings, effectively grow its integration and support capabilities, execute on market opportunities, develop its distribution channels and generate increased demand for its products, economic conditions, technological change, unanticipated changes in our costs, regulatory changes, litigation, the emergence of new opportunities, many of which are beyond our control and current expectation or knowledge.
Additional risks and uncertainties affecting Espial can be found in Managements Discussion and Analysis of Results of Operations and Financial Condition and its Annual Information Form for the fiscal years ended December 31, 2016 and 2017 on SEDAR at www.sedar.com. If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein and our current objectives or strategies may change. Espial assumes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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Espial Group Inc.
Email: [email protected]