TORONTO, Jan. 29, 2018 (GLOBE NEWSWIRE) — Difference Capital Financial Inc. (“DCF” or the “Company”) (TSX:DCF) (TSX:DCF.DB), announced today that the Toronto Stock Exchange (the “TSX”) has approved its notice of intention to proceed with a normal course issuer bid relating to its common shares (“Share NCIB”) through the facilities of the TSX, as well as a notice of intention to renew its normal course issuer bid (“Debenture NCIB”) for a portion of its 8% convertible unsecured subordinated debentures (“Convertible Debentures”). Both the Share NCIB and Debenture NCIB will be made in accordance with the requirements of the TSX. DCF may begin to purchase its common shares and Convertible Debentures on or about January 31, 2018, subject to Company blackout periods.
As of January 25, 2018, there were 5,816,221 issued and outstanding common shares of DCF. DCF intends to purchase for cancellation up to 301,251 of its common shares by way of a normal course issuer bid through the facilities of the TSX or alternative Canadian trading systems, such amount representing 10% of the Company’s public float as of January 25, 2018. The average daily trading volume of the Company’s common shares for the period of July 1, 2017 to December 31, 2017 was 2,307 common shares. Accordingly, pursuant to the policies of the TSX, daily purchases will be limited to 1,000 common shares, other than block purchase exceptions. Although DCF intends to purchase common shares for cancellation under its NCIB, there can be no assurances that any such purchases will be completed. Such purchases, if any, may commence on January 31, 2018 and will terminate on January 30, 2019, or on such earlier date as DCF may complete its purchases pursuant to the notice of intention filed with the TSX or provide notice of termination. Under its last normal course issuer bid (the “Previous Share NCIB”), which ended on September 14, 2017, DCF sought and obtained approval to purchase 310,332 of its common shares (on a post-consolidation basis, as DCF’s common shares were consolidated on the basis of (1) post-consolidation common share for every five (5) pre-consolidation common shares outstanding on November 30, 2016). The Company had purchased 55,660 common shares through the facilities of the TSX at a weighted average price of $4.30 per common share under the Previous Share NCIB. DCF believes that the market price of its common shares, at certain times throughout the duration of the normal course issuer bid, may not be reflective of their value, based solely on DCF’s opinion.
The Company would also like to announce the approval from the TSX for an Automatic Share Purchase Plan (“Share Plan”) commencing on January 31, 2018, which will enable the Company to continue purchasing its common shares under this Share NCIB during Company-imposed blackout periods. The Share Plan will co-terminate with the expiry of the Share NCIB at the close of business on January 30, 2019, and, subject to pre-determined pricing and volume restrictions imposed by the Company, to the rules and policies of the TSX and to the specific terms of the Share NCIB, all trades under the Share Plan are entirely at the broker’s discretion.
As of January 25, 2018, $29,161,000 principal amount of Convertible Debentures were outstanding. Pursuant to the Debenture NCIB, DCF intends to acquire up to $2,868,600 principal amount of Convertible Debentures in the 12-month period commencing January 31, 2018 and ending on January 30, 2019, which figure represents 10% of the public float of outstanding Convertible Debentures as of January 25, 2018. Purchases under the normal course issuer bid will be made by DCF through the facilities of the TSX and in accordance with applicable regulatory requirements. The price that DCF will pay for any Convertible Debentures will be the market price of such Convertible Debentures at the time of acquisition.
The average daily trading volume (the “ADTV”) for the period of July 1, 2017 to December 31, 2017 was $16,104 principal amount of Convertible Debentures. Pursuant to the TSX rules, the maximum number of securities that may be repurchased during the same trading day is 25% of the ADTV, being $4,026 principal amount of Convertible Debentures, subject to DCF’s ability to make one block purchase of the Convertible Debentures per calendar week that exceeds such limit. Any Convertible Debentures that are purchased under the Debenture NCIB will be cancelled upon their purchase by DCF. DCF will fund the purchases through available cash. Under its last normal course issuer bid (the “Previous Debenture NCIB”), which ended on December 14, 2017, DCF sought and obtained approval to purchase $3,167,000 principal amount of its Convertible Debentures. The Company had purchased $3,128,000 principal amount of Convertible Debentures through the facilities of the TSX at a weighted average price paid per Convertible Debenture of $97.19 under its Previous Debenture NCIB. DCF believes that the repurchase by the Company of a portion of its outstanding Convertible Debentures is an appropriate use of available cash and is in the best interests of DCF and its securityholders.
To the best of the knowledge of the directors and senior officers of DCF, no director, senior officer, associate of a director or senior officer, or person holding 10% or more of the common shares or convertible debentures of DCF intends at present to sell common shares or convertible debentures during the course of this bid. However, sales by such persons through the facilities of the TSX or elsewhere may occur as the personal circumstances or decisions of any such person, unrelated to the bid, determine. The benefits to any such person whose convertible debentures are purchased would be the same as the benefits available to all other holders whose convertible debentures are purchased.
The Company would also like to announce the approval from the TSX for an Automatic Debenture Purchase Plan (“Debenture Plan”) commencing on January 31, 2018, which will enable the Company to continue purchasing Convertible Debentures under this normal course issuer bid during Company-imposed blackout periods. The Debenture Plan will co-terminate with the expiry of the Debenture NCIB at the close of business on January 30, 2019, and, subject to pre-determined pricing and volume restrictions imposed by the Company, to the rules and policies of the TSX and to the specific terms of the Debenture NCIB, all trades under the Debenture Plan are entirely at the broker’s discretion.
About Difference Capital Financial Inc.
Difference Capital Financial Inc. invests in and advises growth companies. We leverage our capital market expertise to help unlock the value in technology, media and healthcare companies as they approach important milestones in their business lifecycle.
Cautionary Notes
References herein to ‘normal course issuer bid’ or ‘NCIB’ may refer to such program in respect of the Company’s common shares, convertible debentures, or both, as the case may be or the context may require. This release includes forward-looking statements regarding DCF and its business. Such statements are based on the current expectations and views of future events of DCF’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release and the anticipated growth of the DCF business may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding achieving investment objectives, economic factors and the equity markets generally and many other factors beyond the control of DCF. 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 which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. 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 on which they are made and DCF undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Contact Information
Difference Capital Financial Inc.
Henry Kneis
Chief Executive Officer
(416) 649-5085
www.differencecapital.com