Flow Capital Provides Update on Normal Course Issuer Bid for Debentures and Common Shares
TORONTO, October 30, 2020 – Flow Capital Corp. (TSXV: FW) (the “Company”) is pleased to provide an update on its normal course issuer bid for common shares (the “Common Share NCIB”) and normal course issuer bid for 7% convertible unsecured subordinated debentures (the “7% Debentures”) due June 30, 2021 (the “7% Debenture NCIB”, and together with the Common Share NCIB, the “NCIBs”).
Under the terms of the Common Share NCIB, the Company may repurchase for cancellation up to 3,000,000 common shares (post-consolidation) during the term of the Common Share NCIB, which is from December 23, 2019 to December 23, 2020. As at October 29, 2020, the Company has repurchased an aggregate of 1,233,250 common shares (post-consolidation) under the NCIB.
Under the terms of the 7% Debenture NCIB, the Company may repurchase for cancellation up to $512,259 principal amount of the 7% Debentures of the Company due June 30, 2021, during the term of the 7% Debenture NCIB, which is from June 2, 2020 to June 2, 2021. As at October 29, 2020, the Company has repurchased an aggregate of $33,993 7% Debentures under the NCIB.
As previously announced, the Company had engaged Haywood Securities Inc. (“Haywood”) to act as its broker for the NCIBs to facilitate repurchases of its common shares and 7% Debentures under the NCIBs, and the Company has now entered into automatic share purchase plans (the “Plans”) with Haywood. The Plans allow for purchases of common shares and 7% Debentures by Haywood during certain pre-determined black-out periods of the Company. Pursuant to the Plans, the Company has instructed Haywood to make purchases of common shares and debentures during black-out periods with certain instructions which are subject to specified limits, including price, volume and frequency, as set out in the Plans. Within these specified limits, Haywood has discretion with respect to the purchase of shares and debentures under the NCIB during the black-out periods in accordance with the rules of the TSXV. Outside of these black-out periods, the Company retains discretion to make purchases under the NCIBs.
About Flow Capital
Flow Capital Corp. is a diversified alternative asset investor and advisor, specializing in providing minimally dilutive capital to emerging growth businesses. To apply for financing, visit www.flowcap.com.
For further information, please contact:
Flow Capital Corp.
Chief Executive Officer
1 Adelaide Street East, Suite 3002,
PO Box 171,
Toronto, Ontario M5C 2V9
Forward-Looking Information and Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Flow Capital’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. By identifying such information and statements in this manner, Flow Capital is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. The forward-looking information contained herein may include, but is not limited to, information with respect to proposed purchases, if any, by the Company and/or Haywood under the NCIBs.
An investment in securities of the Company is speculative and subject to a number of risks including, without limitation, risks relating to: the need for additional financing; the relative speculative and illiquid nature of an investment in the Company; the volatility of the Company’s share price; the Company’s ability to generate sufficient revenues; the Company’s ability to manage future growth; the limited diversification in the Company’s existing investments; the Company’s ability to negotiate additional royalty purchases or other forms of investment from new investee companies; the Company’s dependence on the operations, assets and financial health of its investee companies; the Company’s limited ability to exercise control or direction over investee companies; potential defaults by investee companies and the unsecured nature of certain of the Company’s investments; the Company’s ability to enforce on any default by an investee company; competition with other investment entities; tax matters, including the potential impact of the Foreign Account Tax Compliance Act on the Company; the potential impact of the Company being classified as a Passive Foreign Investment Company; the Company’s ability to pay dividends in the future and the timing and amount of those dividends; reliance on key personnel; dilution of shareholders’ interest through future financings; and general economic and political conditions; as well as the risks discussed in the Company’s public filings. Although Flow Capital has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.
In connection with the forward-looking information and forward-looking statements contained in this press release, Flow Capital has made certain assumptions. Assumptions about the
performance of the Canadian and U.S. economies over the next 24 months and how that will affect the Company’s business and its ability to identify and close new opportunities with new investees are material factors that the Company considered when setting its strategic priorities and objectives, and its outlook for its business, including its ability to satisfy required payments under the Transaction. Although Flow Capital believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements.
The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Flow Capital does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to Flow Capital or persons acting on its behalf is expressly qualified in its entirety by this notice.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.