WeCommerce Holdings Ltd. (TSXV:WE) (“WeCommerce” or the “Company”) today announced that the TSX Venture Exchange (the “Exchange”) has accepted the Company’s Notice of Intention to implement a normal course issuer bid (“NCIB”).
Pursuant to the NCIB, WeCommerce may, during the 12-month period commencing September 22, 2021 and ending September 21, 2022, purchase up to 1,989,000 common shares, being approximately 5% of the outstanding common shares of the Company. The NCIB shall terminate on the earlier of September 21, 2022 and the date on which the maximum number of common shares purchasable under the NCIB is acquired by the Company.
The actual number of common shares which may be purchased pursuant to the NCIB and the timing of any purchases will be determined by management and the Board of Directors of WeCommerce. The NCIB will be conducted through TD Securities Inc., a member of the Exchange, and made in accordance with the policies of the Exchange.
The price which the Company will pay for any such common shares will be the market price at the time of acquisition. All common shares purchased pursuant to the NCIB will be returned to treasury for cancellation, and all such purchases will be made on the open market through the facilities of the Exchange or by such other means as may be permitted under applicable securities laws during the term of the NCIB.
The Company is implementing the NCIB because it believes, from time to time, the market price for its common shares may not fully reflect the underlying value of the Company’s business and its future prospects. Accordingly, the Company believes purchasing its common shares may represent an appropriate and desirable use of the Company’s funds and represents an opportunity to enhance shareholder value.
In addition, the Company has entered into an automatic share purchase plan (the “ASPP”) with TD Securities Inc. to facilitate repurchases of the Company’s common shares under the NCIB. The ASPP is intended to allow for the purchase of common shares under the NCIB at times when the Company may not ordinarily be permitted to purchase its shares due to regulatory restrictions and self-imposed blackout periods. Pursuant to the ASPP, TD Securities Inc. is authorized to purchase up to 1,989,000 common shares. Such purchases will be determined by the broker at its sole discretion based on the purchasing parameters set out by the Company in accordance with the rules of the Exchange, applicable securities laws and the terms of the ASPP. The ASPP will terminate on the earlier of the date on which: (i) the NCIB expires; and (ii) the Company terminates the ASPP in accordance with its terms.
A copy of the Form 5G - Notice of Intention to make a Normal Course Issuer Bid filed by the Company with the Exchange can be obtained from the Company upon request without charge.
About WeCommerce Holdings Ltd.:
WeCommerce provides merchants with a suite of ecommerce software tools to start and grow their online store. Our family of companies and brands include Pixel Union, Out of the Sandbox, Archetype, Yopify, SuppleApps, Rehash, Foursixty and Stamped. As one of Shopify’s first partners since 2010, WeCommerce is focused on building, acquiring and investing in leading technology businesses operating in the Shopify partner ecosystem.
For more about WeCommerce, please visit https://www.wecommerce.co/ or refer to the public disclosure documents available under WeCommerce’s SEDAR profile at www.sedar.com.
Cautionary Note Regarding Forward-Looking Information:
This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includesbut is not limited to: statements with respect to the proposed NCIB; the acquisition of common shares under the NCIB, the benefits of the NCIB and statements with respect to the business and assets of WeCommerce and its strategy going forward.
Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information, including the factors disclosed under “Risk Factors” in the Annual Information Form dated April 21, 2021.
Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets. These forward-looking statements may also be affected by risks and uncertainties in the business of the Company and general market conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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