DIRTT Announces Normal Course Issuer Bid for Debentures
Rhea-AI Summary
DIRTT Environmental Solutions (TSX: DRT; OTC: DRTTF) has announced a normal course issuer bid (NCIB) for its 6.00% and 6.25% convertible unsecured subordinated debentures due in 2026. The NCIB, approved by the Toronto Stock Exchange, will run from August 28, 2024, to August 27, 2025. DIRTT can acquire up to C$1,664,200 and C$1,558,700 principal amounts of the January and December Debentures, respectively, representing 10% of each series' total public float. Daily purchase limits are set at C$111,507 and C$416,071 for the respective debentures. DIRTT plans to enter into an issuer repurchase plan agreement (IRPA) and an automatic repurchase plan agreement (ARPP) to facilitate purchases during blackout periods. This move provides DIRTT with flexibility to use its capital for debenture repurchases under appropriate market conditions.
Positive
- DIRTT can repurchase up to 10% of each debenture series' public float, potentially reducing debt obligations
- The NCIB provides flexibility for DIRTT to use its capital efficiently based on market conditions
- Implementation of IRPA and ARPP allows for strategic repurchases during blackout periods
Negative
- Repurchasing debentures may reduce available capital for other business operations or growth initiatives
News Market Reaction
On the day this news was published, DRTTF gained 1.96%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
CALGARY, Alberta, Aug. 26, 2024 (GLOBE NEWSWIRE) -- DIRTT Environmental Solutions Ltd. (TSX: DRT; OTC: DRTTF) ("DIRTT" or the "Company"), a leader in industrialized construction, announced today that the Toronto Stock Exchange ("TSX") has accepted DIRTT’s notice of intention to make a normal course issuer bid (the "NCIB") for DIRTT's
Under the NCIB, DIRTT is permitted to acquire up to C
While DIRTT has not purchased any Debentures under a normal course issuer bid in the past 12 months, the Company completed a substantial issuer bid and tender offer for the Debentures on March 22, 2024, pursuant to which DIRTT repurchased C
In connection with the NCIB, DIRTT expects to enter into an issuer repurchase plan agreement ("IRPA") and an automatic repurchase plan agreement ("ARPP") in relation to purchases made under the NCIB. The IRPA and ARPP have been pre-cleared by the TSX and are expected to be implemented on August 28, 2024. The ARPP is intended to facilitate repurchases of Debentures under the NCIB at times when DIRTT would ordinarily not be permitted to make purchases due to regulatory restriction or customary self-imposed blackout periods. Before the commencement of any particular trading black-out period, and provided that DIRTT is not in possession of material non-public information about itself or its securities, DIRTT may, but is not required to, instruct its designated broker to make purchases of Debentures under the NCIB during the ensuing black-out period in accordance with the terms of the ARPP. The timing and amount of such purchases will be determined by the designated broker at its sole discretion based on the purchasing parameters set by DIRTT and in accordance with the rules of the TSX, applicable securities laws and the terms of the ARPP. All purchases of Debentures made under the IRPA and ARPP will be included in determining the aggregate number of Debentures purchased under the NCIB. If adopted, the ARPP will constitute an "automatic securities purchase plan" under applicable Canadian securities law, and will be adopted in accordance with applicable U.S. securities laws, including the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934. Outside of pre-determined blackout periods, Debentures may be purchased under the NCIB based on management's discretion, subject to TSX rules and applicable securities laws in Canada and the United States.
ABOUT DIRTT
DIRTT is a leader in industrialized construction. DIRTT’s system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT’s interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. Headquartered in Calgary, AB Canada, DIRTT trades on the Toronto Stock Exchange under the symbol “DRT”.
FOR FURTHER INFORMATION, PLEASE CONTACT
DIRTT Investor Relations at ir@dirtt.com
FORWARD-LOOKING STATEMENTS
Certain statements contained in this news release are “forward-looking statements” within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934 and “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this news release are forward-looking statements. When used in this news release, the words “anticipate,” “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, and without limitation, this news release contains forward-looking information pertaining to the NCIB, the principal amount of Debentures to the acquired under the NCIB, the method of purchase, price and cancellation of Debentures, and reasons for and benefits of any purchases made under the NCIB.
Forward-looking statements are based on certain estimates, beliefs, expectations, and assumptions made in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate. Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties, and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects include, but are not limited to, risks described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our subsequently filed Quarterly Reports on Form 10-Q and also in the Company’s other continuous disclosure filings available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.
FAQ
What is the duration of DIRTT's normal course issuer bid (NCIB) for its debentures?
How much of the January and December Debentures can DIRTT (DRTTF) repurchase under the NCIB?
What are the daily purchase limits for DIRTT's debenture repurchases under the NCIB?
What agreements does DIRTT (DRTTF) plan to implement in connection with the NCIB?
