Q4 Inc. (TSX: QFOR) (“Q4” or “the Company”), a leading capital markets communications platform provider, announced today that the Toronto Stock Exchange (the “TSX”) has accepted the Company’s notice of intention to renew their normal course issuer bid (“NCIB”).
Under the NCIB program, the Company is authorized to purchase for cancellation up to 2,134,343 of its common shares, which represents 10% of the public float as of March 17, 2023. As of March 17, 2023, the Company had 39,943,179 common shares issued and outstanding and a public float of 21,343,430 common shares. Purchases will be effected through the facilities of the TSX and/or alternative Canadian trading systems, or such other means as may be permitted by the Ontario Securities Commission or Canadian Securities Administrators. Pursuant to the NCIB, the Company may acquire, from time to time, up to 3,112 common shares per day (which is equal to 25% of 12,451 common shares, being the average daily trading volume for the Company’s common shares for the last six months), subject to certain exceptions, including block purchase exceptions. All shares purchased by the Company under the NCIB will be canceled. Purchases may commence on March 31, 2023 and will conclude on the earlier of the date on which the Company has purchased the maximum number of common shares under the NCIB and March 30, 2024.
Previous purchases under a NCIB within the past 12 months were made by the Company on the open market through facilities of the TSX and alternative Canadian trading system at the market price at the time of acquisition. The maximum number of securities sought and approved for purchase was 2,519,889, of which 379,400 common shares were actually purchased with the weighted average price paid per security of $2.52.
In deciding to establish the NCIB, the Company believes that the market price of the common shares may not adequately reflect their value, providing a highly accretive investment opportunity and an effective use of cash for the benefit of shareholders. It would both enhance liquidity for shareholders seeking to sell, and provide an increase in the proportionate interests of shareholders wishing to maintain their positions.
Purchases will be made by the Company in accordance with the requirements of the TSX and the price which the Company will pay for any such common shares will be the market price of any such common shares at the time of acquisition, or such other price as may be permitted by the TSX.
In connection with the NCIB program, the Company has entered into an automatic repurchase plan with its designated broker to allow for purchases of its common shares during certain predetermined black-out periods, subject to certain parameters as to price and number of shares. Outside of these predetermined black-out periods, shares will be repurchased in accordance with management’s discretion, subject to applicable law.
About Q4 Inc.
Q4 Inc. (TSX: QFOR) is a leading capital markets communications platform that is transforming the way publicly traded companies, investors, and investment banks make decisions to efficiently connect, communicate, and engage with each other.
The Q4 Capital Connect platform facilitates interactions across the capital markets through IR website products, virtual events solutions, engagement analytics, investor relations CRM, shareholder and market analysis, surveillance, and ESG tools. Capital Connect is the only holistic capital markets platform that digitally drives connections, analyzes impact, and targets the right engagement to help public companies work faster and smarter.
The company is a trusted partner to more than 2,650 public companies globally, including many of the most respected brands in the world, and maintains an award winning culture where team members grow and thrive.
Q4 is headquartered in Toronto, with offices in New York and London. Learn more at www.q4inc.com.
Caution Concerning Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information generally can be identified by the use of forward-looking words such as “expect”, “continue”, “anticipate”, “intend”, “aim”, “plan”, “believe”, “budget”, “estimate”, “forecast”, “foresee”, “close to”, “target” or negative versions thereof and similar expressions. Some of the specific forward-looking information in this news release includes, among other things, statements regarding future purchases of common shares under the Company’s NCIB program. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, those that are disclosed in the Company’s most recent annual information form. All forward-looking information in this news release speaks as of the date of this news release. The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise except as required by law. Additional information about these assumptions and risks and uncertainties is contained in the Company’s filings with securities regulators, including its latest annual information form and Management’s Discussion and Analysis. These filings are also available at the Company’s website at q4inc.com.