TerraVest announces normal course issuer bid for its common shares and automatic securities purchase plan
VEGREVILLE, AB, Nov. 22, 2012 /CNW/ – TerraVest Capital Inc.
(“TerraVest” or the “Corporation”) (TSX: TVK) announced today that it
has received the approval of the Toronto Stock Exchange (the “TSX”) to
make a normal course issuer bid (the “Bid”) for up to 626,470 of its
issued and outstanding common shares (the “Shares”) on the TSX.
The Corporation has also entered into an “automatic securities purchase
plan” (as defined under applicable Canadian securities laws) with
National Bank Financial Inc. for the purpose of making purchases under
the Bid (the “Plan”). Purchases under the Bid will be determined by
National Bank Financial Inc. in its sole discretion, without
consultation with the Corporation, subject to the limitations of the
Plan and the rules of the TSX. The Plan constitutes an “automatic plan”
for purposes of applicable Canadian securities laws and has been
reviewed and approved by the TSX. The Plan was established to provide
standard instructions regarding how TerraVest’s Shares are to be
purchased under the Bid. Accordingly, TerraVest may purchase its Shares
in accordance with the Plan on any trading day during the issuer bid
including during self-imposed trading blackout periods.
Purchases under the Bid may commence on November 26, 2012 and will
terminate on November 25, 2013, or on such earlier date as the Bid is
complete. Purchases of Shares will be made through the facilities of
the TSX in accordance with its rules. The average daily trading volume
of the Shares for the previous six calendar months (“ADTV”) was 11,032
Shares. Subject to the TSX’s block purchase exception, on any trading
day, purchases under the Bid will not exceed 25% of the ADTV. The price
that the Corporation will pay for any Shares purchased under the Bid
will be the prevailing market price at the time of purchase and any
Shares purchased by the Corporation will be cancelled.
As of November 22, 2012, there were 12,529,403 Shares issued and
outstanding. The 626,470 Shares that may be repurchased under the Bid
represent approximately 5.0% of the issued and outstanding Shares on
November 22, 2012.
On August 23, 2012, pursuant to a substantial issuer bid dated July 16,
2012, TerraVest Income Fund, the predecessor to the Corporation,
purchased 7,191,063 of its units for cancellation at a purchase price
of $2.75 per unit.
The Board of Directors of the Corporation has authorized the Bid because
it believes that it is an efficient use of the Corporation’s financial
resources to purchase Shares when the market price of the Shares does
not fully reflect their underlying value.
About TerraVest Capital Inc.
The Corporation has investments in two portfolio businesses:
-- RJV Gas Field Services, one of Canada's largest providers of wellhead processing equipment for the natural gas industry in western Canada; and -- Diamond Energy Services, a market leader in providing well servicing to the oil and natural gas sector in south western Saskatchewan.
Caution Regarding Forward-Looking Statements
This news release contains forward-looking statements. All statements
other than statements of historical fact contained in this news release
are forward-looking statements, including, without limitation,
statements regarding our strategic direction and evaluation of the
portfolio businesses and the Corporation as a whole, and other plans
and objectives of or involving the Corporation. Readers can identify
many of these statements by looking for words such as “believe” and
“may” and similar words or the negative thereof. Although management
believes that the expectations represented in such forward-looking
statements are reasonable, there can be no assurance that such
expectations will prove to be correct.
By their nature, forward-looking statements require us to make
assumptions and, accordingly, forward looking statements are subject to
inherent risks and uncertainties. There is significant risk that the
forward-looking statements will not prove to be accurate. We caution
readers of this news release not to place undue reliance on our
forward-looking statements because a number of factors may cause actual
future circumstances, results, conditions, actions or events to differ
materially from the plans, expectations, estimates or intentions
expressed in the forward-looking statements and the assumptions
underlying the forward-looking statements.
Assumptions and analysis about the performance of the Corporation as a
whole and the Corporation’s portfolio businesses, the markets in which
the portfolio businesses compete and the prospects and values of the
portfolio businesses are considered in setting the business plan for
the Corporation, in evaluating and forecasting tax horizon, capital
investments, outlook for operations, financial position, results and
cash flow, other plans and objectives and in making related
forward-looking statements. Such assumptions include, without
limitation, the current tax regime in Canada remaining unchanged and
the performance of the continuing portfolio businesses of the
Corporation not differing materially from historic performance. Should
any of these factors or assumptions vary, actual results may differ
materially from the forward-looking statements.
The information set forth under “Risk Factors” in the annual information
form of the Corporation dated March 5, 2012 and under “Financial
Instruments” in the MD&A of the Corporation for the period ended
September 30, 2012, identifies risk factors that could affect the
operating results and performance of the Corporation and its portfolio
businesses and the values of the portfolio businesses and the
Corporation as a whole. We caution that the lists of factors discussed
in such information is not exhaustive and that, when relying on
forward-looking statements to make decisions with respect to the
Corporation, investors and others should carefully consider the factors
discussed, as well as other uncertainties and potential events, and the
inherent risks and uncertainties of forward-looking statements. The
forward-looking statements herein are made based on the assumption that
the Corporation will not be affected by such risks, but that, if the
Corporation is affected by such risks, the forward-looking statements
may become inaccurate.
The forward-looking statements contained herein are expressly qualified
in their entirety by this cautionary statement. The forward-looking
statements included in this news release are made as of the date of
this news release. Except as required by applicable securities laws,
the Corporation does not undertake to update such forward-looking
SOURCE TerraVest Capital Inc.