Glacier Media Inc. (“Glacier” or the “Company”) (TSX: GVC) announced today that the TSX has accepted its notice of intention to make a normal course issuer bid (the “Bid”).
The notice provides that Glacier may, during the twelve-month period commencing April 4, 2022 and ending April 3, 2023 purchase up to 5,300,000 common shares representing 10% of the “public float” (as defined in the TSX Company Manual) as of the date hereof (each a “Share”). Daily purchases of Shares under the Bid will be limited to 20,016 Shares (which is equal to 25% of the average daily trading volume of Glacier’s common shares for the most recently completed six calendar months), subject to certain exceptions. As at the date hereof, there are 132,755,559 common shares of Glacier issued and outstanding and 53,228,912 common shares estimated in the “public float”.
Glacier believes that its Shares are currently trading, or due to market volatility, may trade, in a price range that does not adequately reflect their underlying value based on Glacier’s assets, business prospects and financial positon. Accordingly, the purchase of Shares will increase the proportionate Share interest of, and be advantageous to, all remaining shareholders.
Purchases subject to the Bid will be carried out pursuant to open market transactions through the facilities of the TSX by CIBC Capital Markets Inc. on behalf of Glacier in accordance with applicable regulatory requirements. All Shares purchased by Glacier under the Bid will be returned to treasury and cancelled. Glacier has not purchased any of its common shares within the last 12 months.
To the knowledge of the Company, no director, senior officer or other insider of the Company currently intends to sell any common shares under this Bid. However, sales by such persons through the facilities of the TSX may occur if the personal or corporate circumstances of any such person change or any such person makes a decision unrelated to the Bid. The Company has reserved the right to stop the Bid in the event market conditions justify it.
Glacier also announces that in connection with the Bid, it has entered into an Automatic Securities Purchase Plan (“ASPP”) with a designated broker. The ASPP is intended to allow for the purchase of Shares under the Bid when the Company would ordinarily not be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods.
Pursuant to the ASPP, the Company has provided instructions to the designated broker to make purchases under the NCIB in accordance with the terms of the ASPP, which may not be varied or suspended during the term of the ASPP. Such purchases will be determined by the designated broker at its sole discretion based on purchasing parameters set by the Company in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. Shares will be purchased through the facilities of the TSX. The ASPP has been pre-cleared by the TSX and will be implemented on April 4, 2022, and if not terminated sooner based on the terms of the ASPP, will end on April 3, 2023.
Outside of pre-determined blackout periods, Shares may be purchased under the Bid based on management’s discretion, in compliance with TSX rules and applicable securities laws. All purchases made under the ASPP will be included in computing the number of Shares purchased under the Bid.
Glacier Media Inc. is an information & marketing solutions company pursuing growth in sectors where the provision of essential information and related services provides high customer utility and value. The Company’s products and services are focused in two areas: 1) data, analytics and intelligence; and 2) content & marketing solutions.
For further information please contact Mr. Orest Smysnuik, Chief Financial Officer, at 604-708-3264.
Forward Looking Statements
This news release contains forward-looking statements that relate to, among other things, the Company’s objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates. These forward-looking statements include, among other things, statements relating to the Company’s expectations regarding its share price, assets, business prospects proposed investments, revenues, expenses, cash flows and future profitability and the effect of Glacier’s strategic initiatives, including its expectations to grow its digital media business, to develop and provide proprietary products and broaden marketing services, to extend its audience and products, to increase its scale, competitiveness and operating strength, and to maintain lower debt levels. These forward looking statements are based on certain assumptions, including continued economic growth and recovery and the realization of cost savings in a timely manner and in the expected amounts, and are subject to risks, uncertainties and other factors which may cause results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, and undue reliance should not be placed on such statements.
The forward-looking statements made in this news release relate only to events or information as of the date on which the statements are made. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur.
All forward-looking statements included in and incorporated into this press release are qualified by these cautionary statements. Unless otherwise indicated, the forward-looking statements contained herein are made as of the date of this press release, and except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Readers are cautioned that the actual results achieved may vary from the information provided herein and that such variations may be material. Consequently, there are no representations by Glacier that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.