RE:NCIBTSX POLICY 5.6: NORMAL COURSE ISSUER BIDS
"9.1 Price Limitations It is inappropriate for an issuer making a Normal Course Issuer Bid to abnormally influence the market price of its shares. Therefore, purchases made by Issuers pursuant to a Normal Course Issuer Bid must not be transacted at a price which is higher than the last independent trade of a Board Lot of the class of shares which is the subject of the Normal Course Issuer Bid. In particular, the following are not “independent trades”: (a) trades directly or indirectly for the account of (or an account under the direction of) an Insider of the Issuer, or any Associate or Affiliate of either the Issuer or an Insider of the Issuer; (b) trades for the account of (or an account under the direction of) the trading staff approved by the Member designated for making purchases under the bid; and (c) trades solicited by the trading staff approved by the Member designated for making purchases under the bid."
Thus, they can bid the price of the last non-issuer transaction. However, from TWC release copied below:
The volume limit is 1000 shares per day. 252 trading days/year x 1000 shares/day = 252,000 shares/year. So they will be limited to 1% of shares outstanding, except for "block purchase exceptions" granted by the exchange. "TWC Enterprises Limited (“TWC”) today announced that the Toronto Stock Exchange (the “TSX”) has
accepted a notice filed by TWC of its intention to make a normal course issuer bid through the facilities of
the TSX or alternative Canadian trading systems.
The notice provides that TWC may, during the twelve-month period commencing September 20, 2021
and ending September 19, 2022 purchase up to 1,227,396 common shares (“Common Shares”) in total,
being approximately 5% of the issued and outstanding Common Shares. The price that TWC will pay for
any such Common Shares will be the market price at the time of acquisition. Management of TWC will
determine the actual number of Common Shares that may be purchased and the timing of any such
purchases.
Under the current normal course issuer bid due to expire September 19, 2021, TWC sought to purchase
up to 1,271,392 common shares through the facilities of the TSX or alternative Canadian trading systems.
TWC purchased 879,918 Common Shares for cancellation under this bid at an average cost per share of
$15.51. As of September 14, 2021, there were 24,547,924 Common Shares outstanding. TWC average
daily trading volume for the prior six months is 3,552. Daily purchases will be limited to 1,000 common
shares, other than block purchase exceptions.
TWC believes that its Common Shares have been trading in price ranges which do not adequately reflect
their value in relation to the business of TWC and its future business prospects. As a result, depending
upon future price movements and other factors, TWC believes that its outstanding Common Shares may
represent an attractive investment. Furthermore, the purchases are expected to benefit all persons who
continue to hold Common Shares by increasing their proportionate interest in TWC. All Common Shares
purchased by TWC under the normal course issuer bid will be cancelled."