Calian Announces its Intention to Make a Normal Course Issuer Bid
(All amounts in this release are in Canadian Dollars)
Kanata, Ontario – Calian Group Ltd. (TSX:CGY) today announced its intention to make a normal course issuer bid through the facilities of the Toronto Stock Exchange (TSX). Repurchases will not exceed 661,803 common shares, representing 10% of Calian’s public float of common shares, as of November 16, 2018. The number of common shares of Calian outstanding as of November 16, 2018 was 7,764,762 and the number of shares in Calian’s public float as of November 16, 2018 was 6,618,033. The issuer bid will commence on November 23, 2018 and will not extend beyond November 22, 2019.
All purchases of common shares under the normal course issuer bid will be made on the open market through the facilities of the TSX at market prices in accordance with TSX rules. The common shares so purchased will be cancelled. Other than block purchase exceptions, daily purchases will be limited to 25% of the average daily trading volume ("ADTV"). The ADTV is 6,319 and the daily limit is 1,579 common shares.
The Company also established an automatic plan under which its broker, Desjardins Securities Inc., may purchase common shares of Calian pursuant to the normal course issuer bid (NCIB). The plan defines a prearranged set of critieria in accordance with which its broker may make share purchases. The plan will enable the purchase of Calian’s common shares at any time, including when Calian would not ordinarily be active in the market because of internal trading blackout periods, insider trading rules or otherwise. The plan will terminate on the earliest of: the date on which the purchase limits specified in the plan have been attained, the date on which the normal course issuer bid terminates or the date on which the plan is terminated by a party in accordance with its terms.
Calian believes the purchase of its common shares constitute an appropriate use of its general funds in order to increase shareholder value. The current strong cash position of Calian allows Calian to implement the repurchase plan without adversely impacting Calian’s operations. In the past 12 months, Calian did not repurchase any common shares through its prior normal course issuer bid, which allowed the repurchase of up to 651,911 common shares.
Calian employs over 3,000 people with offices and projects that span Canada, U.S. and international markets. The company's capabilities are diverse with services delivered through two divisions. The Business and Technology Services (BTS) Division is headquartered in Ottawa and includes the provision of business and technology services and solutions to industry, public and government in the health, training, engineering and IT services domains. Calian’s Systems Engineering Division (SED) located in Saskatoon provides the world’s leading space technology companies with innovative solutions for testing, operating and managing their satellite networks. SED provides leading-edge communications products for terrestrial and satellite networks, as well as providing commercial (including agriculture) and defence customers with superior electronics engineering, manufacturing and test services for both private sector and military customers in North America.
Kevin Ford Jacqueline Gauthier
President and Chief Executive Officer Chief Financial Officer
Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as "intend", "anticipate", "believe", "estimate", "expect" or similar statements. In particular, statements or assumptions about, Calian’s intention to acquire common shares pursuant to the normal course issuer bid, the size and timing of such bid, the impact of such bid on shareholder value, and that the implementation of the repurchase plan will not adversely impact Calian’s operations, as well as any other statements regarding Calian’s objectives (and strategies to achieve such objectives), future expectations, beliefs, goals or prospects are or involve forward-looking information. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; the dependence on new product development; the impact of rapid technological and market change; the ability of Calian to integrate the operations and technologies of acquired businesses in an effective manner; general industry and market conditions and growth rates; international growth and global economic conditions, particularly in emerging markets and including interest rate and currency exchange rate fluctuations; and the impact of consolidations in the business services industry. Additional risks and uncertainties affecting Calian can be found in Management’s Discussion and Analysis of Results of Operations and its Annual Information Form for the fiscal year ended September 30, 2017 on SEDAR at www.sedar.com. If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein and our current objectives or strategies may change. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.