High Liner Foods Terminates and Commences a Normal Course Issuer Bid
LUNENBURG, NS, June 3, 2022 /CNW/ - High Liner Foods Incorporated (the "Company") (TSX: HLF) today announced that it has terminated early the normal course issuer bid it commenced on June 23, 2021 (the "Terminated Program"). The Company's Terminated Program authorized the repurchase for cancellation up to 150,000 outstanding common shares ("Shares"). During the period ending May 30, 2022, the Company purchased for cancellation all of the 150,000 Shares it had sought and obtained approval to purchase under the Terminated Program through the facilities of the Toronto Stock Exchange ("TSX") and alternative Canadian trading systems in Canada for an approximate total cost of CDN $1,986,000 and at a weighted average price paid per share of approximately CDN $13.24.
The Company also announced today that the TSX has approved the commencement of a new normal course issuer bid (the "New Program"). Under the New Program, the Company is authorized to purchase up to 350,000 Shares including the 150,000 Shares purchased under the Terminated Program, for net new purchases of up to 200,000 Shares, together representing 1.05% of the issued and outstanding Shares as of June 10, 2021. The purchases will be made through the facilities of the TSX and/or any alternative trading system in Canada. As of May 30, 2022 the issued and outstanding Shares of the Company were 33,312,714. The price the Company will pay for any Shares acquired will be the market price at the time of acquisition. Purchases under the New Program will be made by the Company and the Shares so acquired shall be cancelled, reducing any dilution resulting from Shares issued pursuant to stock-based compensation plans. Purchases may commence on June 7, 2022 and will terminate no later than June 6, 2023. The actual number of Shares purchased under the New Program, the timing of purchases and the price at which the Shares are purchased will depend on management discretion based on factors such as market conditions.
The Company's Defined Benefit Pension Plan ("Pension Plan") may, from time to time, acquire Shares of the Company. Shares purchased by the Pension Plan count towards the maximum number of shares the Company can acquire under the New Program. If Shares are acquired by the Pension Plan, those Shares will remain outstanding and held by the Pension Plan.
The average daily trading volume ("ADTV") of the Company's Shares on the TSX over the six months ending April 30, 2022 was 33,178 Shares. Under TSX rules, the Company is entitled to purchase up to the greater of: 25% of the ADTV of the respective class of shares; or 1,000 shares on any trading day; or a larger amount of shares per calendar week, subject to the maximum number that may be acquired under the New Program if the transaction meets the block purchase exception under TSX rules. Accordingly, unless a block purchase meeting the block purchase exception under TSX rules is made, the Company is entitled to purchase up to 6,998 Shares, that is the daily limit under the Terminated Program, until the end of day on June 22, 2022. From June 23, 2022 until the expiry of the New Program, the Company is entitled to purchase up to 8,294 Shares on any trading day.
In connection with the New Program, the Company has established an automatic securities purchase plan ("the Plan") for the Shares. The Plan was established to provide standard instructions regarding how the Shares are to be repurchased under the New Program. Accordingly, the Company may repurchase its securities under the Plan on any trading day during the New Program including during regulatory restrictions or self-imposed trading blackout periods. The Plan will commence immediately and terminate when the New Program terminates on June 6, 2023. The Company may otherwise vary, suspend or terminate the Plan only if it does not have material non-public information and the decision to vary, suspend or terminate the Plan is not taken during a self-imposed trading blackout period. The Plan constitutes an "automatic plan" for purposes of applicable Canadian securities legislation and has been reviewed by the TSX.
The Board of Directors and Senior Management of the Company are of the opinion that from time to time the purchase of its Shares at the prevailing market price is in the best interest of the Company and its shareholders. By making such repurchases, the number of Shares in circulation will be reduced and the proportionate interest of remaining shareholders of the Company in the share capital of the Company will be increased on pro rata basis.
High Liner Foods Incorporated is a leading North American processor and marketer of value-added frozen seafood. High Liner Foods' retail branded products are sold throughout the United States and Canada under the High Liner, Fisher Boy, Mirabel, and Sea Cuisine labels, and are available in most grocery and club stores. The Company also sells branded products to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood, and FPI labels and is a major supplier of private label value-added seafood products to North American food retailers and foodservice distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.
This news release contains forward-looking statements which reflect management's expectations regarding the Company's plans to purchase for cancellation shares under the normal course issuer bid. These statements are based on management's reasonable assumptions and beliefs in light of the information currently available to them and reflect expectations as of June 3, 2022. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements, including without limitation, regulatory approval, market and economic conditions, availability of sellers, changes in laws and regulations, operating efficiencies and cost saving initiatives. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward-looking information. The Company does not undertake to update these forward-looking statements other than as required by applicable securities laws.
SOURCE High Liner Foods Incorporated