VANCOUVER, BC, Nov. 7, 2024
/CNW/ - Thinkific Labs Inc. ("Thinkific", the
"Company", "we", or "our") (TSX: THNC), a
leading cloud-based software platform that enables entrepreneurs
and established businesses of all sizes to create, market, and sell
digital learning products, announced today that the Toronto Stock
Exchange (the "TSX") has accepted our Notice of Intention to
renew our Normal Course Issuer Bid ("NCIB").
Under the NCIB, we can purchase for cancellation up to an
aggregate of 2,355,810 subordinate voting shares in the capital of
Thinkific ("Subordinate Voting Shares"), representing
approximately 10% of the public float[1] (as
defined in the rules and policies of the TSX) of the Subordinate
Voting Shares as of October 31, 2024.
The NCIB will commence on November 12,
2024, and terminate on November 11,
2025, or earlier if the maximum number of Subordinate Voting
Shares under the NCIB have been purchased or if the NCIB has been
terminated. As of October 31, 2024,
Thinkific had a total of 68,273,343 shares issued and outstanding,
comprised of 23,871,724 Subordinate Voting Shares and 44,401,619
multiple voting shares of Thinkific ("Multiple Voting Shares").
Multiple Voting Shares are not listed or posted for trading on the
TSX..
Under the NCIB, other than purchases made under a block purchase
exception in accordance with the rules and policies of the TSX,
Thinkific may acquire, from time to time, up to 5,082 Subordinate
Voting Shares per day on the TSX, being 25% of the average daily
trading volume of the Subordinate Voting Shares for the period from
May 1, 2024 to October 31, 2024, being 20,328 Subordinate Voting
Shares.
Under the NCIB, purchases will be made through the facilities of
the TSX, and/or permitted alternative Canadian trading systems, at
prevailing market prices or such other prices as permitted under
the rules and policies of the TSX and applicable securities laws.
All Subordinate Voting Shares purchased by Thinkific under the NCIB
will be cancelled.
Under the current NCIB that commenced on November 10, 2023 and will expire on November 8, 2024, Thinkific sought and obtained
approval from the TSX to purchase up to 2,444,358 Subordinate
Voting Shares through the facilities of the TSX, and/or permitted
alternative Canadian trading systems for cancellation. For the
period from commencement of the current NCIB up to and including
October 31, 2024, we repurchased an
aggregate 1,817,864, Subordinate Voting Shares for approximately
$6.0 million, including commission,
at a volume weighted average price of $3.34 per Subordinate Voting Share.
We believe that when a disconnect exists between the share price
and the intrinsic value of the business, like today, an NCIB can
increase shareholder value and per share growth. Further, we
believe that current market conditions provide opportunities for
the Company to acquire Subordinate Voting Shares at attractive
prices. In our view, having the option to opportunistically
repurchase Subordinate Voting Shares could be an effective use of
the Company's cash resources and could be in the best interests of
the Company and its shareholders. It would both enhance liquidity
for shareholders seeking to sell and provide an increase in the
proportionate interests of shareholders wishing to maintain their
positions.
In connection with the NCIB, we intend to enter into an
automatic share purchase plan (the "ASPP") on or about
November 12, 2024 with an independent
broker (the "Broker") in order to facilitate purchases of
the Subordinate Voting Shares under the NCIB. Under the ASPP, the
Broker may purchase Subordinate Voting Shares under the NCIB at
times when the Company would ordinarily not be active in the market
due to its internal trading blackout periods, insider trading laws
or otherwise ("Blackout Purchases"). Trading limits and
other parameters for automatic purchases of the Subordinate Voting
Shares under the ASPP will be pre-determined between Thinkific and
the Broker in accordance with the rules and policies of the TSX and
applicable securities laws. In addition to Blackout Purchases,
Thinkific may, while not in possession of material undisclosed
information and other than during a blackout period, instruct the
Broker to effect purchases of Subordinate Voting Shares from time
to time pursuant to the ASPP.
To the knowledge of Thinkific, no other director or senior
officer of the Company currently intends to sell any Subordinate
Voting Shares under the NCIB. However, sales by such persons
through the facilities of TSX may occur if the personal
circumstances of any such person change or any such person makes a
decision unrelated to these normal course purchases. The benefits
to any such person whose Subordinate Voting Shares are purchased
would be the same as the benefits available to all other holders
whose Subordinate Voting Shares are purchased.
About Thinkific
Thinkific (TSX:THNC) makes it
simple for Creator Educators and established businesses of any size
to scale and generate revenue by teaching what they know. Our
Platform gives businesses everything they need to build, market,
and sell digital learning products - from courses to communities -
and to run their business seamlessly under their own brand, on
their own site. Thinkific's 50,000+ active creators earn hundreds
of millions of dollars in direct course, membership and community
sales while teaching tens of millions of students. Thinkific is
headquartered in Vancouver,
Canada, with a distributed team.
This news release includes forward-looking statements and
forward looking information within the meaning of applicable
securities laws ("forward-looking statements'"). Forward-looking
statements are based on Thinkific's current expectations,
estimates, projections and assumptions made in light of information
available to it at the time such forward-looking statements are
made and considers Thinkific's experience and its perception of
trends. Forward-looking statements in this news release include
statements regarding its intention to make an NCIB and enter into
an ASPP, the reasons for the NCIB, the timing and amount of
purchases under the NCIB and the ASPP and the cancellation of the
Subordinate Voting Shares purchased under the NCIB. Although
Thinkific's management believes that the assumptions underlying
these statements and information are reasonable, they may prove to
be incorrect. Except as required by applicable securities laws,
forward–looking statements and information speak only as of the
date on which they are made and Thinkific undertakes no obligation
to publicly update or revise any forward–looking statement or
information, whether as a result of new information, future events
or otherwise.
Forward-looking statements and information are not guarantees
of future performance and involve a number of risks and
uncertainties, some that are similar to other companies with online
learning products and some that are unique to Thinkific.
Thinkific's actual results may differ materially from those
expressed or implied by its forward-looking statements, so readers
are cautioned not to place undue reliance on them.
The Annual Information Form of the Company dated March 4, 2024 and other documents filed by it
from time to time with securities regulatory authorities describe
in greater detail the risks, uncertainties, material assumptions
and other factors that could influence actual results and such
factors are incorporated herein by reference. Copies of these
documents are available under our profile on SEDAR+ at
www.sedarplus.ca.
_________________________________
|
1 As of
October 31, 2024, Thinkific had a public float of 23,558,132
Subordinate Voting Shares.
|
SOURCE Thinkific Labs Inc.