FAX CAPITAL CORP. ANNOUNCES APPROVAL OF NORMAL COURSE ISSUER BID
FOR IMMEDIATE RELEASE
June 4, 2020, Toronto, Ontario – FAX Capital Corp. (the Company) (TSX:FXC & FXC.WT) is pleased to announce that it has received regulatory approval to conduct a Normal Course Issuer Bid (the NCIB) and Automatic Securities Repurchase Plan through the facilities of the Toronto Stock Exchange (the TSX) and/or alternative trading systems, to enable the Company to purchase up to 1,519,037 of its subordinate voting shares (the Subordinate Voting Shares), representing 10% of the public float, pursuant to applicable TSX rules and policies. The Company currently has 16,059,671 Subordinate Voting Shares issued and outstanding.
Purchases under the NCIB may commence on June 8, 2020, and will terminate on the earlier of June 7, 2021, and the date upon which the Company has acquired the maximum number of Subordinate Voting Shares permitted under the NCIB. The price that the Company will pay for any such Subordinate Voting Shares will be the market price of such shares on the TSX, or such alternative trading systems, at the time of acquisition. All Subordinate Voting Shares acquired under the NCIB will be cancelled. The Company will not purchase on any given day, in aggregate, more than 4,241 Subordinate Voting Shares (the Daily Limit), being 25% of the average daily volume for the six-month period ended May 31, 2020, which is 16,967 Subordinate Voting Shares, calculated in accordance with TSX rules. The Company may, however, complete one block purchase per calendar week that exceeds the Daily Limit in accordance with TSX rules.
The Company has entered into an Automatic Securities Repurchase Plan which provides standard instructions regarding how the Company’s Subordinate Voting Shares are to be purchased under the NCIB during certain pre-determined trading blackout periods, subject to pre-established parameters. Outside of these pre-determined trading blackout periods, purchases under the Company’s NCIB will be completed based upon management’s discretion.
The Automatic Securities Repurchase Plan constitutes an “automatic plan” for the purposes of applicable Canadian securities legislation and has been reviewed and approved by the TSX.
The Company believes that the market price of Subordinate Voting Shares at certain times may be attractive and that the purchase of Subordinate Voting Shares from time to time would be an appropriate use of corporate funds in light of the potential benefits to the remaining shareholders.About FAX Capital Corp.
The Company is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. The Company intends to invest in equity, debt and/or hybrid securities of high-quality businesses. The Company initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States. Further information about the Company is available at www.faxcapitalcorp.com.
For additional information please contact:
Sophia Tang, Investor Relations
Telephone: (416) 860-6108
Telephone: (416) 986-8515
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information. Such forward-looking information or statements (FLS) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this press release includes, but is not limited to, the Company’s utilization of the NCIB and the Company’s intended investment strategy.
FLS involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes that the expectations reflected in the FLS are reasonable but no assurance can be given that these expectations will prove to be correct. Some of the risks and other factors which could cause results to differ materially from those expressed in FLS contained in this press release include, but are not limited to: the continued impact of COVID-19 and falling or volatile oil prices on targeted investments, the economy and markets generally, as well as the identified risk factors included In the Company’s public disclosure, including the annual information form dated March 26, 2020 which is available on SEDAR at www.sedar.com and on the Company’s website at www.faxcapitalcorp.com. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice.
Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available at www.sedar.com.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The TSX accepts no responsibility for the adequacy or accuracy of this release.