SECURE ANNOUNCES REPURCHASE OF 4.77% OF ITS OUTSTANDING SHARES AND INTENTION TO COMMENCE SUBSTANTIAL ISSUER BID
SECURE also reiterated today its intention to commence a substantial issuer bid whereby SECURE will offer to purchase up to $250 million of its outstanding Shares (the "Offer") from holders of Shares, excluding TPG
Share Repurchase Transaction Details
Closing of the Share Repurchase Transaction is expected to occur later today. SECURE will fund the Share Repurchase Transaction with cash on hand and remains well positioned to continue funding its ongoing strategic capital initiatives using cash on hand and operating cash flows.
The Share Repurchase Transaction was overseen by SECURE's Board of Directors (the "Board"), other than a director who recused himself from Board meetings, or portions thereof, as applicable, at which the Share Repurchase Transaction was considered, due to ongoing relationships with TPG
Pursuant to the Purchase Agreement, TPG
In connection with the Share Repurchase Transaction,
"The Share Repurchase Transaction is an opportunity for SECURE to continue to enhance shareholder returns by acquiring these shares at a discount to the market price and alleviate any potential market perception of overhang on SECURE's shares," said
Substantial Issuer Bid Details
The Offer will proceed by way of a "modified Dutch auction". Shareholders wishing to tender to the Offer will be entitled to do so pursuant to: (i) auction tenders in which tendering Shareholders will specify the number of Shares being tendered at a price of not less than
The purchase price to be paid by SECURE for each validly deposited Share will be based on the number of Shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by Shareholders making auction tenders. The purchase price (the "Purchase Price") will be the lowest price which enables SECURE to purchase the maximum number of Shares not exceeding an aggregate of
If the aggregate Purchase Price for Shares validly deposited and not withdrawn pursuant to auction tenders and purchase price tenders would collectively result in an aggregate Purchase Price in excess of the amount available for auction tenders and purchase price tenders, SECURE will purchase Shares from the Shareholders who made purchase price tenders or tendered at or below the finally determined Purchase Price on a pro rata basis, except that "odd lot" holders (holders of less than 100 Shares) will not be subject to proration.
The Offer is expected to commence on
On
The Board believes that the Offer is a prudent use of SECURE's financial resources given SECURE's business profile and assets, the current market price of the Shares and SECURE's ongoing cash requirements. The Board also believes that the Offer will provide Shareholders with the option to access additional liquidity with respect to their Shares. The Offer provides SECURE with the opportunity to return up to $250 million of capital to Shareholders who elect to tender while at the same time increasing the proportionate share ownership of Shareholders who do not elect to tender.
Details of the Offer, including instructions for tendering Shares to the Offer and the factors considered by the Board in making its decision to approve the Offer, will be included in the formal offer to purchase and issuer bid circular and other related documents (the "Offer Documents"), which are expected to be mailed to Shareholders on or about
The Board has obtained a liquidity opinion from
SECURE has engaged RBC Capital Markets to act as dealer manager and financial advisor, and
The Board has approved the Offer. However, none of SECURE, the Board,
SECURE has suspended its current normal course issuer bid in light of the Offer such that no purchases will be completed under its normal course issuer bid or its automatic securities purchase plan until the Offer is completed.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents.
Any questions or requests for information regarding the Offer should be directed to Odyssey, as the depositary at: corp.actions@odysseytrust.com, or
This press release may contain forward-looking information within the meaning of applicable securities regulation. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding the Share Repurchase Transaction, including SECURE's intentions and expectations with respect to the Share Repurchase Transaction and the timing thereof; the anticipated closing date of the Share Repurchase Transaction; expectations related to SECURE's ability to continue funding its ongoing strategic capital initiatives using cash on hand and operating cash flows; expectations with respect to shareholder returns; the number of issued and outstanding Shares after giving effect to the Share Repurchase Transaction; SECURE's intentions and expectations with respect to the Offer, the terms and conditions of the Offer, including the aggregate number and dollar amount of Shares to be purchased for cancellation under the Offer, the expected expiration date of the Offer, and purchases thereunder and the effects of purchases under the Offer; expectations with respect to the timing of mailing and filing the Offer Documents and intentions with respect to SECURE's normal course issuer bid and automatic securities purchase plan. Purchases made under the Offer are not guaranteed and may be suspended at the discretion of the Board. SECURE believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to under the heading "Risk Factors" in SECURE's Annual Information Form for the year ended
Although forward-looking statements contained in this press release are based upon what SECURE believes are reasonable assumptions, SECURE cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary,
SECURE's Shares trade under the symbol "SES" and are listed on the TSX. For more information, visit www.SECURE-energy.com.
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