Softchoice Corporation (“Softchoice” or the “Company”) (TSX: SFTC) today announced that the Toronto Stock Exchange (“TSX”) has accepted its previously announced notice of intention to renew its normal course issuer bid (“NCIB”). Unless otherwise noted, all dollar ($) amounts are in Canadian dollars.
Softchoice’s Board of Directors believes that the market value of its common shares (“Shares”) may not always fully reflect the full value of the Company and, in such circumstances, purchases under the NCIB may represent an appropriate and desirable use of its available funds. Any purchases made under the normal course issuer bid will be made by Softchoice at the prevailing market price at the time of acquisition, plus brokerage fees, through the facilities of the TSX, other designated exchanges and/or alternative Canadian trading systems or as otherwise permitted by applicable securities laws, except for purchases that could be effected pursuant to exemption orders issued by securities regulatory authorities, which would generally be at a discount to the prevailing market price as per the terms of any such order.
Pursuant to the notice, Softchoice may purchase up to 1,500,000 of its Shares, representing approximately 2.5%of its issued and outstanding Shares,during the twelve-month period commencing March 13, 2024 and ending March 12, 2025. As at February 29, 2024 there were 59,690,691 Shares issued and outstanding. Under the normal course issuer bid, other than purchases made under block purchase exemptions, Softchoice may purchase up to 3,016 Shares on the TSX during any trading day, which represents approximately 25% of 12,065, being the average daily trading volume on the TSX for the most recently completed six calendar months prior to the TSX’s acceptance of the notice of the NCIB. Any Shares purchased under the normal course issuer bid will be cancelled.
Share repurchases made pursuant to the Company's NCIB will be predicated upon maintaining a strong balance sheet, performance of the business, and the availability and attractiveness of alternative capital investment opportunities. The actual number of Shares purchased under the NCIB, the timing of purchases, and the price at which the Shares are acquired will depend upon on a variety of factors including future market conditions.
Softchoice may elect to modify, suspend or discontinue the NCIB at any time.
Softchoice intends to enter into an automatic purchase plan to be effective on March 13, 2024 with a designated broker which will allow for the purchase for cancellation of Shares, subject to certain trading parameters, by its designated broker during times when Softchoice would ordinarily not be active in the market due to applicable regulatory restrictions or self-imposed blackout periods. Outside of these periods, the Shares will be repurchased by Softchoice at its discretion under the NCIB.
The Company’s prior NCIB commenced on March 13, 2023 and will expire on March 12, 2024, under which it was authorized to purchase for cancellation up to 2,901,668 Shares. Under this NCIB, as of February 29, 2024, Softchoice purchased 423,409 Shares by means of open market transactions, through the facilities of the TSX, other markets and alternative Canadian trading systems, at a weighted average price of $16.78 per Share, for a total consideration of approximately $7,103,971.
About Softchoice
Softchoice (TSX: SFTC) is a software-focused IT solutions provider that equips organizations to be agile and innovative, and for their people to be engaged, connected and creative at work. That means moving them to the cloud, helping them build the workplace of tomorrow, and enabling them to make smarter decisions about their technology portfolio. For more information, please visit www.softchoice.com.
Forward-looking statement
Certain information contained in this press release may constitute forward-looking information under applicable securities laws, including statements related to the Company's normal course issuer bid, the timing and amount of potential purchases of Shares under the normal course issuer bid, Softchoice’s belief that repurchasing Shares is an appropriate use of available funds and other statements that are not historical facts. This information is based on management's reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this press release. However, we do not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of various factors, including but not limited to the risk factors described under “Risk Factors” within the Company’s annual information form dated March 29, 2023 (the “AIF”). The AIF can be accessed under our profile on SEDAR+ at www.sedarplus.com and on our website at investors.softchoice.com. The Company cautions that the list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. See "Forward-Looking Information" and “Risk Factors” in the AIF for a discussion of the uncertainties, risks and assumptions associated with these statements.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this statement.
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