TORONTO, Nov. 15, 2022 — Stack Capital Group Inc. (TSX:STCK, STCK.WT) (“Stack Capital”) declared today that the Toronto Stock Exchange (the “TSX”) had approved Stack Capital’s notification of its intent to undertake an NCIB for its outstanding common shares. Stack Capital management considers its stock price undervalued compared to its recently disclosed Book Value per Share of $11.75.
According to the notice, Stack Capital may purchase up to 461,500 common shares—or 5.0% of the issued and outstanding common shares as of November 7, 2022—through the TSX and/or alternative Canadian Trading Systems during the 12 months beginning November 17, 2022, and ending no later than November 16, 2023. Stack Capital will purchase any common shares at the market price in effect at the time of acquisition. Stack Capital may use open market transactions to make acquisitions during this NCIB. Senior management of Stack Capital will choose how many common shares can be purchased under the NCIB and when to make such purchases. 13,864 ordinary shares were traded daily from May 1 to October 31, 2022. Except for block purchases, daily purchases under the NCIB will typically be capped at 3,466 common shares. There will be a cancellation of every claim that Stack Capital bought under the NCIB.
As of November 7, 2022, there were 9,232,774 common shares of Stack Capital outstanding, and the public float was 8,378,149 common shares.
From time to time, Stack Capital may buy its common shares if it thinks the market price is favorable, the purchase would be a good use of corporate funds, and it would be in Stack Capital’s best interests.
In connection with the NCIB, Stack Capital has established an automatic share purchase plan (or “ASPP”) with a designated broker to make it easier for investors to purchase common shares under the NCIB, even during times when the company would typically be prohibited from doing so because of legal limitations or self-imposed blackout periods. The designated broker will decide purchases made under the ASPP during limited or blackout periods in its sole discretion based on the purchasing criteria established by Stack Capital by the TSX rules, applicable securities laws, and the ASPP’s conditions. Senior management of Stack Capital will choose the timing and volume of purchases made under the NCIB outside the limited and blackout periods. The TSX has given pre-approval for the ASPP, which will go into effect on November 17, 2022, the same day the NCIB starts. The number of common shares purchased under the NCIB shall be calculated after considering all purchases made under the ASPP.
About Stack Capital Group
Investment holding firm Stack Capital invests in the equity, debt, and/or other securities of early- to late-stage private companies. Through Stack Capital, investors can access a diverse private investment portfolio, participate in the private market, and benefit from liquidity thanks to the company’s listing on the Toronto Stock Exchange of its common shares and warrants. Stack Capital can also maximize long-term performance through a portfolio of high-growth companies, which are not typically accessible to most Canadian investors, thanks to the public format. Initiating Stack Capital, SC Partners Ltd. also serves as the fund’s administrator and is in charge of finding and recommending all of Stack Capital’s investments.
This news release includes information that qualifies as “forward-looking statements” under the terms of the relevant securities laws, including but not limited to statements about upcoming purchases of common shares under the NCIB, including those made by the ASPP. Words like “expect to,” “expected,” “will,” and “estimated” or other terms that imply future results or events can be used to identify a lot of this information. Although Stack Capital thinks the expectations represented in such forward-looking statements are reasonable, there can be no guarantee that they will prove accurate. Thus, such forward-looking statements should not be placed excessively in reliance.
Forward-looking statements are based on current information and expectations that involve several risks and uncertainties, which could cause actual results or events to differ materially from those anticipated. These risks include but are not limited to, risks associated with Stack Capital’s financial condition and prospects; the stability of general economic and market conditions; interest rates; the availability of cash for repurchases of outstanding common shares under the NCIB; the existence of alternative uses for Stack Capital’s cash resources which may be superior to effecting repurchases under the NCIB; compliance by third parties with their contractual obligations; compliance with applicable laws and regulations about the NCIB and ASPP; and other risks related to Stack Capital’s business, including those identified in Stack Capital’s annual information form for the year ended December 31, 2021, under the heading “Risk Factors” (a copy of which may be obtained at www.sedar.com) and subsequent filings. Forward-looking statements in this press release are made as of the date hereof and are subject to change. These cautionary statements qualify all forward-looking statements in this press release. Unless otherwise required by applicable securities laws, we do not intend, nor do we undertake any obligation, to update or revise any forward-looking statements contained in this press release to reflect subsequent information, events, results, or circumstances or otherwise.
For more information, please visit our website at www.stackcapitalgroup.com or contact:
VP, Corporate Development and Investor Relations