Espial Announces its Intention to Make a Normal Course Issuer Bid
Ottawa, Ontario – Aug 22, 2016 – Transforming the viewing experience worldwide, Espial® Group Inc. (“Espial” or the “Company”), (TSX:ESP), today announced its intention to make a normal course issuer bid through the facilities of the Toronto Stock Exchange (TSX). Repurchases will not exceed 3,221,191 common shares, representing 10% of Espial public float of common shares, as of August 10, 2016. The number of common shares of Espial outstanding as of August 10, 2016 was 37,368,234 and the number of shares in Espial’s public float as of August 10, 2016 was 32,211,915. The issuer bid will commence on August 24, 2016 and will not extend beyond August 23, 2017.
All purchases of common shares under the normal course issuer bid will be made on the open market through the facilities of the TSX at market prices in accordance with TSX rules. The common shares so purchased will be cancelled. Other than block purchase exceptions, daily purchases will be limited to 25% of the average daily trading volume, which is 20,245.
The Company also established an automatic plan under which its broker, Beacon Securities Limited, may purchase common shares of Espial pursuant to the normal course issuer bid (NCIB). The plan defines a prearranged set of criteria in accordance with which its broker may make share purchases. The plan will enable the purchase of Espial’s common shares at any time, including when Espial would not ordinarily be active in the market because of internal trading blackout periods, insider trading rules or otherwise. The plan will terminate on the earliest of: the date on which the purchase limits specified in the plan have been attained, the date on which the normal course issuer bid terminates or the date on which the plan is terminated by a party in accordance with its terms.
Espial believes the purchase of its common shares constitute an appropriate use of its general funds, which may increase shareholder value. The current strong cash position of Espial allows it to implement the repurchase plan without adversely impacting Espial’s operations. In the past 12 months, Espial did not repurchase any common shares through a normal course issuer bid.
About Espial (dev.espial.com)
With Espial, video service providers create responsive and engaging subscriber viewing experiences incorporating powerful content discovery and intuitive navigation. Service providers achieve ‘Web-speed’ innovation with Espial’s flexible, open software leveraging RDK and HTML5 technologies. This provides competitive advantage through an immersive and personalized user experience, seamlessly blending advanced TV services with OTT content. With customers spanning six continents, Espial is headquartered in Ottawa, Canada, has R&D centers in Montreal, Silicon Valley and the UK, and sales/support offices in the U.S., Europe and Asia. For more information, visit dev.espial.com.
Forward Looking Statement
This press release contains information that is forward looking information with respect to Espial within the meaning of Section 138.4(9) of the Ontario Securities Act (forward looking statements) and other applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other similar expressions concerning matters that are not historical facts. In particular, statements or assumptions about, Espial’s intention to acquire common shares pursuant to the normal course issuer bid, the timing of such bid and cancellation of the common shares pursuant to the bid is in the best interests of the shareholders and that it will increase the value of the remaining common shares, and any other statements regarding Espial’s objectives (and strategies to achieve such objectives), future expectations, beliefs, goals or prospects are or involve forward-looking information.
Forward-looking information is based on certain factors and assumptions. While the company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking information, by its nature necessarily involves known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those in the forward-looking statements or could cause our current objectives and strategies to change, including but not limited to the failure to realize anticipated benefits of the normal course issuer bid, changing conditions and other risks associated with the on-demand TV software industry and the market segments in which Espial operates, competition, Espial’s ability to continue to supply existing customers and partners with its products and services and avoid being displaced by competitive offerings, effectively grow its integration and support capabilities, execute on market opportunities, develop its distribution channels and generate increased demand for its products, economic conditions, technological change, unanticipated changes in our costs, regulatory changes, litigation, the emergence of new opportunities, many of which are beyond our control and current expectation or knowledge.
Additional risks and uncertainties affecting Espial can be found in Management’s Discussion and Analysis of Results of Operations and Financial Condition and its Annual Information Form for the fiscal years ended December 31, 2014 and 2015 on SEDAR at www.sedar.com. If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein and our current objectives or strategies may change. Espial assumes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
For inquiries from the financial press or analysts, contact:
Chief Financial Officer
Espial Group Inc.
Phone: +1 613-230-4770
Espial Group Inc.
Phone: +1 613-862-4316