TerraVest announces normal course issuer bid for its common shares and automatic securities purchase plan

Nov 22, 2012, 08:00 ET from TerraVest Capital Inc.


VEGREVILLE, AB, Nov. 22, 2012 /CNW/ - TerraVest Capital Inc. ("TerraVest" or the "Corporation") (TSX: TVK) announced today that it has received the approval of the Toronto Stock Exchange (the "TSX") to make a normal course issuer bid (the "Bid") for up to 626,470 of its issued and outstanding common shares (the "Shares") on the TSX.

The Corporation has also entered into an "automatic securities purchase plan" (as defined under applicable Canadian securities laws) with National Bank Financial Inc. for the purpose of making purchases under the Bid (the "Plan"). Purchases under the Bid will be determined by National Bank Financial Inc. in its sole discretion, without consultation with the Corporation, subject to the limitations of the Plan and the rules of the TSX. The Plan constitutes an "automatic plan" for purposes of applicable Canadian securities laws and has been reviewed and approved by the TSX. The Plan was established to provide standard instructions regarding how TerraVest's Shares are to be purchased under the Bid. Accordingly, TerraVest may purchase its Shares in accordance with the Plan on any trading day during the issuer bid including during self-imposed trading blackout periods.

Purchases under the Bid may commence on November 26, 2012 and will terminate on November 25, 2013, or on such earlier date as the Bid is complete. Purchases of Shares will be made through the facilities of the TSX in accordance with its rules.  The average daily trading volume of the Shares for the previous six calendar months ("ADTV") was 11,032 Shares. Subject to the TSX's block purchase exception, on any trading day, purchases under the Bid will not exceed 25% of the ADTV. The price that the Corporation will pay for any Shares purchased under the Bid will be the prevailing market price at the time of purchase and any Shares purchased by the Corporation will be cancelled.

As of November 22, 2012, there were 12,529,403 Shares issued and outstanding. The 626,470 Shares that may be repurchased under the Bid represent approximately 5.0% of the issued and outstanding Shares on November 22, 2012.

On August 23, 2012, pursuant to a substantial issuer bid dated July 16, 2012, TerraVest Income Fund, the predecessor to the Corporation, purchased 7,191,063 of its units for cancellation at a purchase price of $2.75 per unit.

The Board of Directors of the Corporation has authorized the Bid because it believes that it is an efficient use of the Corporation's financial resources to purchase Shares when the market price of the Shares does not fully reflect their underlying value.

About TerraVest Capital Inc.

The Corporation has investments in two portfolio businesses:

  • RJV Gas Field Services, one of Canada's largest providers of wellhead processing equipment for the natural gas industry in western Canada; and
  • Diamond Energy Services, a market leader in providing well servicing to the oil and natural gas sector in south‐western Saskatchewan.

Caution Regarding Forward-Looking Statements

This news release contains forward-looking statements.  All statements other than statements of historical fact contained in this news release are forward-looking statements, including, without limitation, statements regarding our strategic direction and evaluation of the portfolio businesses and the Corporation as a whole, and other plans and objectives of or involving the Corporation. Readers can identify many of these statements by looking for words such as "believe" and "may" and similar words or the negative thereof. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.

By their nature, forward-looking statements require us to make assumptions and, accordingly, forward looking statements are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate. We caution readers of this news release not to place undue reliance on our forward-looking statements because a number of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements. 

Assumptions and analysis about the performance of the Corporation as a whole and the Corporation's portfolio businesses, the markets in which the portfolio businesses compete and the prospects and values of the portfolio businesses are considered in setting the business plan for the Corporation, in evaluating and forecasting tax horizon, capital investments, outlook for operations, financial position, results and cash flow, other plans and objectives and in making related forward-looking statements. Such assumptions include, without limitation, the current tax regime in Canada remaining unchanged and the performance of the continuing portfolio businesses of the Corporation not differing materially from historic performance. Should any of these factors or assumptions vary, actual results may differ materially from the forward-looking statements.

The information set forth under "Risk Factors" in the annual information form of the Corporation dated March 5, 2012 and under "Financial Instruments" in the MD&A of the Corporation for the period ended September 30, 2012, identifies risk factors that could affect the operating results and performance of the Corporation and its portfolio businesses and the values of the portfolio businesses and the Corporation as a whole. We caution that the lists of factors discussed in such information is not exhaustive and that, when relying on forward-looking statements to make decisions with respect to the Corporation, investors and others should carefully consider the factors discussed, as well as other uncertainties and potential events, and the inherent risks and uncertainties of forward-looking statements.  The forward-looking statements herein are made based on the assumption that the Corporation will not be affected by such risks, but that, if the Corporation is affected by such risks, the forward-looking statements may become inaccurate.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.  The forward-looking statements included in this news release are made as of the date of this news release.  Except as required by applicable securities laws, the Corporation does not undertake to update such forward-looking statements.

SOURCE TerraVest Capital Inc.