FirstService Announces Normal Course Issuer Bid
August 14 2020 - 9:00AM
FirstService Corporation (TSX and NASDAQ: FSV) (“FirstService”)
announced today that the Toronto Stock Exchange (the “TSX”) has
accepted a notice filed by FirstService of its intention to make a
normal course issuer bid (the “NCIB”) with respect to its
outstanding common shares.
The notice provides that FirstService may,
during the 12 month period commencing August 26, 2020 and ending no
later than August 25, 2021, purchase through the facilities of the
TSX, alternative Canadian Trading Systems or The NASDAQ Stock
Market (“NASDAQ”) up to 3,100,000 common shares in total, being
9.7% of the “public float” of common shares as of August 13, 2020.
Purchases of common shares through NASDAQ will be made in the
normal course and will not, during the 12 month period ending
August 25, 2021 exceed, in the aggregate, 5% of the outstanding
common shares as at the commencement of the NCIB. The price which
FirstService will pay for any common shares will be the market
price at the time of acquisition. During the period of this NCIB,
FirstService may make purchases under the NCIB by means of open
market transactions or otherwise as permitted by the TSX and/or
NASDAQ. In the event that FirstService acquires common shares by
other means as may be permitted by the TSX and/or NASDAQ, such as
pre-arranged crosses, exempt offers and private agreements, the
purchase price of the common shares may be different than the
market price of same at the time of acquisition. The actual number
of common shares which may be purchased pursuant to the NCIB and
the timing of any such purchases will be determined by senior
management of FirstService. The average daily trading volume from
February 1 to July 31, 2020 was 66,605 common shares. Daily
purchases under the NCIB will be limited to 16,651 common shares,
other than block purchases. All shares purchased by FirstService
under the NCIB will be cancelled.
As of August 13, 2020, there were 43,466,716
common shares of FirstService outstanding, and the public float was
31,758,291 common shares.
FirstService may purchase its common shares,
from time to time, if it believes that the market price of its
common shares is attractive and that the purchase would be an
appropriate use of corporate funds and in the best interests of
FirstService. FirstService may also purchase its common shares in
order to mitigate the dilutive effect of stock options issued under
its stock option plan.
Pursuant to a previous notice of intention to
conduct a NCIB, under which FirstService sought and received
approval from the TSX to purchase up to 2,500,000 common shares for
the period of August 26, 2019 to August 25, 2020, FirstService has
not purchased for cancellation, as of August 13, 2020, any common
shares. FirstService’s previous NCIB expires on August 25,
2020.
About FirstService
CorporationFirstService Corporation is a
North American leader in the essential outsourced property services
sector, serving its customers through two industry-leading service
platforms: FirstService Residential - North
America’s largest manager of residential communities; and
FirstService Brands - one of North America’s
largest providers of essential property services delivered through
individually branded franchise systems and company-owned
operations.
FirstService generates US$2.4 billion in annual
revenues and has approximately 24,000 employees across North
America. With significant insider ownership and an experienced
management team, FirstService has a long-term track record of
creating value and superior returns for shareholders. The Common
Shares of FirstService trade on the NASDAQ and the Toronto Stock
Exchange under the symbol “FSV”. More information is available at
www.firstservice.com.
Forward-Looking StatementsThis
press release contains statements that constitute “forward-looking
statements” within the meaning of applicable securities
legislation, including, but not limited to, statements relating to
future purchases of common shares under the NCIB. Much of this
information can be identified by words such as “expect to,”
“expected,” “will,” “estimated” or similar expressions suggesting
future outcomes or events. FirstService believes the expectations
reflected in such forward-looking statements 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 statements are based on current
information and expectations that involve a number of risks and
uncertainties, which could cause actual results or events to differ
materially from those anticipated. These risks include, but are not
limited to, risks associated with the impact of the COVID-19
pandemic, FirstService’s financial condition and prospects; the
stability of general economic and market conditions; currency
exchange rates and interest rates; the availability of cash for
repurchases of outstanding common shares under the NCIB; the
existence of alternative uses for FirstService’s cash resources
which may be superior to effecting repurchases under the NCIB;
compliance by third parties with their contractual obligations;
compliance with applicable laws and regulations pertaining to the
NCIB; and other risks related to FirstService’s business, including
those identified in FirstService’s annual information form for the
year ended December 31, 2019 under the heading “Risk factors” (a
copy of which may be obtained at www.sedar.com) and Annual Report
on Form 40-F filed with the United States Securities and Exchange
Commission (a copy of which may be obtained at www.sec.gov), and
subsequent filings. Forward-looking statements contained in this
press release are made as of the date hereof and are subject to
change. All forward-looking statements in this press release are
qualified by these cautionary statements. Unless otherwise required
by applicable securities laws, we do not intend, nor do we
undertake any obligation, to update or revise any forward-looking
statements contained in this press release to reflect subsequent
information, events, results or circumstances or otherwise.
COMPANY CONTACTS:
D. Scott
PattersonCEO(416)
960-9566
Jeremy RakusinCFO(416)
960-9566
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