FOR IMMEDIATE RELEASE
CALGARY, Alberta (December 15, 2022) – Pason Systems Inc. (TSX: PSI) (“Pason” or “the Company”) is pleased to announce that the Toronto Stock Exchange ("TSX") has accepted Pason’s Notice of Intention to commence a normal course issuer bid ("2023 NCIB"). The 2023 NCIB effectively renews the existing normal course issuer bid, which started on December 20, 2021 and is scheduled to end on December 19, 2022 (“2022 NCIB”). The 2023 NCIB will commence on December 20, 2022 and will terminate on December 19, 2023 or such earlier time as the 2023 NCIB is completed or terminated at the option of Pason.
Under the 2022 NCIB, Pason had received approval from the TSX to purchase for cancellation up to a maximum of 7,131,543 common shares of Pason ("Common Shares"), representing approximately 10% of the public float of Common Shares outstanding at the time of approval. As of December 12, 2022, Pason had repurchased and cancelled 985,350 Common Shares under the 2022 NCIB through market purchases on the TSX and other Canadian alternative trading systems, at an average purchase price of approximately $13.95 per share.
Under the 2023 NCIB, Pason may purchase for cancellation, from time to time, as Pason considers advisable, up to a maximum of 8,105,263 Common Shares, which represents 10% of the public float of 81,052,633 Common Shares as at December 12, 2022. Purchases of Common Shares will be made on the open market through the facilities of the TSX and through Canadian alternative trading systems. Pason will pay the prevailing market price of the Common Shares on the TSX at the time of any purchases made by Pason. The actual number of Common Shares that may be purchased for cancellation and the timing of any such purchases will be determined by Pason, subject to a maximum daily purchase limitation of 54,996 Common Shares which equates to 25% of Pason's average daily trading volume for the six months ended November 30, 2022 (being 219,985 Common Shares). As permitted by the TSX rules, Pason may also make one block purchase per calendar week which exceeds the daily purchase restriction.
As at December 12, 2022, there were 81,567,930 Common Shares issued and outstanding.
National Bank Financial Inc. will act on Pason's behalf to make purchases of Common Shares pursuant to the 2023 NCIB. Pason intends to enter into an automatic purchase plan concurrently with the commencement of the 2023 NCIB to effect purchases of Common Shares on behalf of the Corporation during trading blackout periods as defined by Pason's insider trading policy.
Management of Pason continues to favor a flexible approach to overall capital allocation, with share repurchases representing a meaningful part of that approach.
Forward Looking Information
Certain statements contained herein constitute “forward-looking statements” and/or “forward-looking information” under applicable securities laws (collectively referred to as “forward-looking statements”). Forward-looking statements can generally be identified by the words “anticipate”, “expect”, “believe”, “may”, “could”, “should”, “will”, “estimate”, “project”, “intend”, “plan”, “outlook”, “forecast” or expressions of a similar nature suggesting a future outcome or outlook.
In particular, forward-looking information and statements include, but are not limited to, the funding of purchases under the NCIB, the entering into of an automatic securities purchase plan, and advantages of the NCIB. These forward-looking statements reflect the current views of Pason with respect to future events and operating performance as of the date of this document. They are subject to known and unknown risks, uncertainties, assumptions, and other factors that could cause actual results to be materially different from results that are expressed or implied by such forward-looking statements.
Although we believe that any forward-looking statements made in this document are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. These risks, uncertainties and assumptions include but are not limited to those discussed in Pason’s Annual Information Form for the year ended December 31, 2021 under the heading, “Risk and Uncertainty,” in our management’s discussion and analysis for the year ended December 31, 2021, and in our other filings with Canadian securities regulators. These documents are on file with the Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) or through Pason's website (www.pason.com).
Any forward-looking statements contained in this document are expressly qualified by this cautionary statement. Except to the extent required by applicable law, Pason assumes no obligation to publicly update or revise any forward-looking statements made in this document or otherwise, whether as a result of new information, future events or otherwise.
Pason Systems Inc.
Pason Systems Inc. is a leading global provider of specialized data management systems for drilling rigs. Our solutions, which include data acquisition, wellsite reporting, remote communications, web-based information management, and analytics, enable collaboration between the rig and the office. Through our subsidiary, Energy Toolbase (“ETB”), we provide products and services for the solar power and energy storage industry. ETB’s solutions enable project developers to model, control and monitor economics and performance of solar energy and storage projects. Pason’s common shares trade on the Toronto Stock Exchange under the symbol PSI.
For more information about Pason Systems Inc., visit the Company’s website at www.pason.com or contact
| Jon Faber President and Chief Executive Officer 403-301-3400 |
Celine Boston Chief Financial Officer 403-301-3400 |