ECN Capital Corp. (TSX: ECN, ECN.PR.C) (“ECN Capital” or the
“Company”) today announced that the Toronto Stock Exchange (the
“TSX”) has approved the Company’s notice of intention to commence a
normal course issuer bid (the “Common Share Bid”) for common shares
of the Company (the “Common Shares”) and a normal course issuer bid
(the “Series C Preferred Share Bid” and, together with the Common
Share Bid, the “Bids”) for the Company’s 6.25% Cumulative 5-year
Minimum Rate Reset Preferred Shares, Series C (the “Series C
Preferred Shares”).
Pursuant to the Bids, the Company may repurchase
on the open market (or as otherwise permitted), up to 15,472,849
Common Shares and 371,240 Series C Preferred Shares, representing
approximately 10% of the “public float” of each of the Common
Shares and the Series C Preferred Shares (within the meaning of the
rules of the TSX), subject to the normal terms and limitations of
such bids. ECN Capital may purchase its Common Shares and Series C
Preferred Shares at its discretion during the period commencing on
September 23, 2024 and ending on the earlier of September 22, 2025
and the completion of purchases under the applicable Bid.
Under the TSX rules, during the six months ended
August 31, 2024, the average daily trading volume on the TSX of the
Common Shares and Series C Preferred Shares was 406,877 and 1,642,
respectively and, accordingly, daily purchases on the TSX pursuant
to the Bids will be limited to 101,719 Common Shares and 1,000
Series C Preferred Shares, other than purchases made pursuant to
the block purchase exception. The actual number of Common Shares
and Series C Preferred Shares which may be purchased pursuant to
the Bids and the timing of any such purchases will be determined by
ECN Capital, subject to applicable law and the rules of the TSX. As
of September 9, 2024, the Company had 281,120,223 Common Shares and
3,712,400 Series C Preferred Shares issued and outstanding and a
“public float” of 154,728,496 Common Shares and 3,712,400 Series C
Preferred Shares.
Purchases pursuant to the Bids are expected to
be made through the facilities of the TSX, or such other permitted
means (including through alternative trading systems in Canada), at
prevailing market prices or as otherwise permitted. The Bids will
be funded using existing cash resources and any Common Shares and
Series C Preferred Shares repurchased by the Company under the Bids
will be cancelled.
The Company believes that the Bids are in the
best interests of the Company and constitute a desirable use of its
funds.
Pursuant to previous notices of intention to
conduct normal course issuer bids, under which the Company sought
and received approval of the TSX to purchase 6,329,034 Common
Shares and 371,240 Series C Preferred Shares, which commenced on
September 21, 2023 and expires September 20, 2024, no Common Shares
and no Series C Preferred Shares were repurchased by the Company on
the open market.
The Company has also entered into new automatic
share purchase plans (the “Plans”) with designated brokers in order
to facilitate repurchases of its outstanding Common Shares and
Series C Preferred Shares. The Plans have been approved by the TSX
and will be implemented effective as of September 23, 2024.
Under the Plans, the Company's brokers may
purchase Common Shares or Series C Preferred Shares under the Bids
at times when the Company would ordinarily not be permitted to, due
to its regular self-imposed quarterly blackout periods. Before the
commencement of any particular internal trading black-out period,
the Company may, but is not required to, instruct its brokers to
make purchases of Common Shares or Series C Preferred Shares under
the Bids during the ensuing blackout period in accordance with the
terms of the Plans. Such purchases will be determined by the
applicable broker in its sole discretion based on parameters
established by the Company prior to commencement of the applicable
blackout period in accordance with the terms of the applicable Plan
and applicable TSX rules. Outside of these blackout periods, Common
Shares and Series C Preferred Shares will continue to be
purchasable by the Company at its discretion under its Bids. Each
Plan will terminate on the earliest of the date on which: (a) the
purchase limit specified in the Plan has been reached, (b) the
purchase limit under the applicable Bid has been reached, (c) the
Company terminates the Plan in accordance with its terms, in which
case the Company will issue a press release confirming such
termination, and (d) the applicable Bid terminates.
About ECN Capital Corp.
With managed assets of US$5.3 billion, ECN
Capital Corp. (TSX: ECN) is a leading provider of business services
to North American based banks, credit unions, life insurance
companies, pension funds and institutional investors (collectively
our “Partners”). ECN Capital originates, manages and advises on
credit assets on behalf of its Partners, specifically consumer
(manufactured housing and recreational vehicle and marine) loans
and commercial (inventory finance and rental) loans. Our Partners
are seeking high quality assets to match with their deposits, term
insurance or other liabilities. These services are offered through
two operating segments: (i) Manufactured Housing Finance, and (ii)
Recreational Vehicles and Marine Finance.
Contact:
Katherine
Moradiellos561-631-8739kmoradiellos@ecncapitalcorp.com |
Forward-looking Statements
This release includes forward-looking statements
regarding ECN Capital and its business. Such statements are based
on the current expectations and views of future events of ECN
Capital’s management. In some cases the forward-looking statements
can be identified by words or phrases such as “may”, “will”,
“expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”,
“believe” or the negative of these terms, or other similar
expressions intended to identify forward looking statements.
Forward-looking statements in this press release include those
relating to future purchases of Common Shares or Series C Preferred
Shares under the Bids. The forward-looking events and circumstances
discussed in this release may not occur and could differ materially
as a result of known and unknown risk factors and uncertainties
affecting ECN Capital, including risks regarding the finance
industry, economic factors, and many other factors beyond the
control of ECN Capital. No forward-looking statement can be
guaranteed. Forward-looking statements and information by their
nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statement
or information. Accordingly, readers should not place undue
reliance on any forward-looking statements or information. A
discussion of the material risks and assumptions associated with
this outlook can be found in ECN Capital’s June 30, 2024 MD&A
and 2023 AIF Disclosure Document dated March 28, 2024 which have
been filed on SEDAR+ and can be accessed at www.sedarplus.com.
Accordingly, readers should not place undue reliance on any
forward-looking statements or information. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and ECN Capital 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.
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