EDMONTON, March 23, 2015 /CNW/ - ZCL Composites Inc. (TSX:ZCL) ("ZCL" or the "Corporation") is pleased to announce that it intends to conduct a normal course issuer bid ("NCIB") through the facilities of the Toronto Stock Exchange ("TSX").
The Corporation has filed a notice with the TSX to conduct the NCIB to purchase outstanding common shares on the open market, in accordance with the rules of the TSX and the TSX has approved the NCIB. As approved by the TSX, the Corporation is authorized to purchase up to 750,000 common shares, representing approximately 2.5% of the total issued and outstanding common shares outstanding as of March 17, 2015. As of March 17, 2015, there were 30,261,962 common shares outstanding. The maximum number of common shares that ZCL may purchase on any given day is 11,505 common shares, which is 25% of the Corporation's average daily trading volume on the TSX. ZCL may also make one weekly block repurchase which exceeds the daily limit subject to prescribed rules. All common shares acquired under the NCIB will be cancelled.
The Corporation is authorized to make purchases during the period from March 25, 2015 to March 24, 2016, or until such earlier time as the NCIB is completed or terminated at the option of the Corporation. Any common shares the corporation purchases under the NCIB will be purchased on the open market through the facilities of the TSX or alternative markets, at the prevailing market prices at the time of the transaction. The Corporation has appointed Peters & Co as its broker to conduct the NCIB transactions under an Issuer Repurchase Plan Agreement ("IRPA") dated March 18, 2015. The IRPA will allow Peters & Co to purchase common shares under the bid during internal blackout periods when the Corporation would normally not be permitted to trade in its shares. Such purchases will be at the sole discretion of Peters & Co on direction received from ZCL prior to any blackout period and in accordance with all regulatory and securities law.
Management of the Corporation believes that from time to time the market price of the ZCL common shares may not reflect their underlying value and that, at such times, the purchase of common shares for cancellation will increase the proportionate interest of, and be advantageous to, all remaining shareholders. In addition, the purchases by ZCL under the NCIB may offset the dilution that results from the exercise of dilutive securities (stock options).
About ZCL Composites Inc.
Our vision is to be the leading global provider of environmentally friendly liquid storage, fluid handling and corrosion resistant industrial products. More information about ZCL is available on our website at www.zcl.com.
Advisory Regarding Forward-Looking Statements
This news release may contain forward-looking statements concerning expected future events, including the number and timing for shares to be acquired under NCIB, or the Corporation's future performance and anticipated financial and operating results of the Corporation that involve risks and uncertainties. Actual results may differ materially from those reflected in the Company's forward-looking statements due to a number of known and unknown risks, uncertainties and other factors affecting the Company's business and the industries the Company serves generally.
These factors include, but are not limited to, fluctuations in the level of capital expenditures in the Petroleum Products, Water Products, and Corrosion Products markets, drilling activity and oil and natural gas prices, and other factors that affect demand for the Company's products and services, industry competition, the need to effectively integrate acquired businesses, uncertainties as to the Company's ability to implement its business strategy effectively, political and economic conditions, the Company's ability to attract and retain key personnel, raw material and labour costs, fluctuations in the US dollar, euro and Canadian dollar exchange rates, and other risks and uncertainties described under the heading "Risk Factors" in the Company's most recent Annual Information Form, and elsewhere in this document and other documents filed with Canadian provincial securities authorities. These documents are available to the public at www.sedar.com.
In addition to the factors noted above, management cautions readers that the current economic environment could have a negative impact on the markets in which the Company operates and on the Company's ability to achieve its financial targets. Factors such as continuing global economic uncertainty, tighter lending standards, volatile capital markets, fluctuating commodity prices, and other factors could negatively impact the demand for the Company's products and the Company's ability to grow or sustain revenues and earnings. Fluctuations in conversion rates of the US dollar to Canadian dollar and euro to Canadian dollar also have the potential to impact the Company's revenues and earnings.
The Company believes that the expectations reflected in the forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon.
The forward-looking statements in this report speak only as of the date of this report. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Company or on the Company's behalf, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
SOURCE ZCL Composites Inc.
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