February 27, 2019 | Montréal, Québec
5N Plus Inc. (TSX:VNP) (“5N Plus” or the “Company”), a leading global producer of engineered materials and specialty chemicals, today announces that the Toronto Stock Exchange (“TSX”) has approved 5N Plus’ normal course issuer bid (“NCIB”). Under the NCIB, 5N Plus has the right to purchase for cancellation, from March 1, 2019 to February 29, 2020, a maximum of 3,515,926 common shares, representing 7% of the 50,227,527 shares forming 5N Plus’ public float as at February 18, 2019. As of February 18, 2019, 5N Plus had 84,622,291 common shares issued and outstanding. During the NCIB period, subject to TSX and other regulatory authorities’ approval, the Company may consider purchasing for cancellation more than 3,515,926 common shares up to a maximum of 5,022,752 common shares, representing 10% of the Company’s public float.
Mr. Arjang Roshan, President and Chief Executive Officer, stated “5N Plus is reaching the half-way point of its strategic plan 5N21 and the Company is delivering compelling results, well aligned with the goals defined under the strategic plan.” Mr. Roshan added “As 5N Plus continues to deliver sustained and competitive results, it is important to ensure the underlying value of the Company reflects these results. To that end, the Company’s Board of Directors has approved a share repurchase plan through NCIB and the management has secured needed resources to support this program while ensuring adequate financial resources remains for the various initiatives related to both core and growth businesses.” Mr. Roshan concluded “the Board of Directors believes the underlying value of the Company may not be reflected in the market price of its common shares from time to time and that, at appropriate times, repurchasing its shares through the NCIB may represent a good use of 5N Plus’ financial resources, as such action can protect and enhance shareholder value when opportunities or volatility arise. Thus, the Board has determined that the NCIB is in the best interest of the Company and its shareholders.”
Any shares purchased by 5N Plus under the NCIB will be effected through the facilities of TSX as well as on alternative Canadian trading systems, at prevailing market rates and any common shares purchased by the Company will be cancelled. The actual number of shares that may be purchased and the timing of any such purchases will be determined by 5N Plus. Any purchases made by 5N Plus pursuant to the NCIB will be made in accordance with the rules and policies of the TSX.
During the most recently-completed six months, the average daily trading volume for the common shares of 5N Plus on the TSX was 64,749 shares. Consequently, under the policies of the TSX, 5N Plus will have the right to repurchase under its NCIB, during any one trading day, a maximum of 16,187 shares, representing 25% of the average daily trading volume. In addition, 5N Plus will be allowed to make, once per calendar week, a block purchase (as such term is defined in the TSX Company Manual) of shares not directly or indirectly owned by insiders of 5N Plus, in accordance with the TSX policies. 5N Plus will fund the purchases through available cash. In the previous 12 months, the Company has not repurchased any of its outstanding common shares.
In connection with its NCIB, 5N Plus has entered into an automatic share purchase plan with National Bank Financial Inc. in order to allow for purchases under the NCIB during 5N Plus’ “black-out” periods, as permitted by the TSX Company Manual and the Securities Act (Québec).
5N Plus is a leading global producer of engineered materials and specialty chemicals with integrated recycling and refining assets to manage the sustainability of its business model. The Company is headquartered in Montreal, Québec, Canada and operates R&D, manufacturing and commercial centers in several locations in Europe, the Americas and Asia. 5N Plus deploys a range of proprietary and proven technologies to manufacture products which are used as enabling precursors by its customers in a number of advanced electronics, opto-electronics, pharmaceutical, health, renewable energy and industrial applications. Many of the materials produced by 5N Plus are critical for the functionality and performance of the products and systems produced by its customers, many of whom are leaders within their industry.
This press release may contain forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of historical facts contained in this press release are forward-looking information. Such statements and information may be identified by words such as “about”, “approximately”, “may”, “believes”, “expects”, “will”, “intends”, “should”, “plans”, “predicts”, “potential”, “projects”, “anticipates”, “estimates”, “continues” or similar words or the negative thereof or other comparable terminology. Forward-looking statements are based on the best estimates available to 5N Plus at this time and involve known and unknown risks, uncertainties and other factors that may cause 5N Plus’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. A description of the risks affecting 5N Plus’ business and activities appears under the heading “Risk and Uncertainties” of 5N Plus’ 2018 MD&A dated February 26, 2019 available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that 5N Plus will derive therefrom. In particular, no assurance can be given as to the future financial performance of 5N Plus. The forward-looking information contained in this press release is made as of the date hereof and 5N Plus undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws. The reader is warned against placing undue reliance on these forward-looking statements.
Vice President, Legal Affairs also in charge of investor relations
5N Plus Inc.
(514) 856-0644 x6178