goeasy Ltd. (TSX: GSY), (“
goeasy” or the
“
Company”), one of Canada’s leading non-prime
consumer lenders, announced today the acceptance by the Toronto
Stock Exchange (the “
TSX”) of goeasy’s notice of
intention to renew its normal course issuer bid (the
“
NCIB”) and has provided a capital management
update, with reference to recent purchases for cancellation of the
Company’s common shares and hedging activity related to the
contingent shares in Affirm Holdings Inc.
(“
Affirm”) held by the Company.
Renewal of Normal Course Issuer
Bid
Pursuant to the NCIB, goeasy may purchase for
cancellation up to an aggregate of 1,243,781 common shares in the
capital of the Company (the “Common Shares”),
representing approximately 10% of goeasy’s public float. As at
December 7, 2021, goeasy had 16,254,135 Common Shares issued and
outstanding.
Under the NCIB, goeasy may purchase up to 15,706
of its Common Shares on the TSX during any trading day, which
represents 25% of the average daily trading volume of 62,825 Common
Shares on the TSX for the six months ended November 30, 2021, other
than block purchase exemptions. Purchases under the NCIB may
commence on December 21, 2021 and continue until December 20, 2022
or such earlier date as goeasy completes its purchases pursuant to
the NCIB.
The NCIB will be conducted through the
facilities of the TSX or alternative trading systems, if eligible,
and the price that goeasy will pay for any Common Shares will be
the market price prevailing at the time of purchase or such other
price as may be permitted. Purchases under the NCIB will be made by
means of open market transactions or other such means as a
securities regulatory authority may permit, including pre-arranged
crosses, exempt offers and private agreements under an issuer bid
exemption order issued by a securities regulatory authority.
In connection with the NCIB renewal, the Company
also announces that it has entered into an issuer automatic
purchase plan agreement (the “Plan”) with an
independent designated broker (the “Broker”)
responsible for making purchases of Common Shares pursuant to the
Plan. Under the Plan, the Broker will have sole discretion to
purchase Common Shares pursuant to the NCIB during trading
black-out periods established under the Company’s Insider Trading
Policy, subject to the price limitations and other terms of the
Plan and the rules of the TSX. The Company may instruct the Broker
to make specific purchases and suspend or terminate the Plan,
provided in each case that the Company certifies to the Broker that
it is not in possession of any material undisclosed information and
such request is otherwise in compliance with the terms of the
Plan.
Share Purchases Under the Normal Course
Issuer Bid
Under its current normal course issuer bid,
which commenced on December 21, 2020 and expires on December 20,
2021, the number of Common Shares that could be repurchased for
cancellation was 1,079,703. Pursuant to the NCIB, between November
8, 2021 and December 7, 2021, the Company has purchased for
cancellation a total of 322,327 Common Shares, through the
facilities of the TSX and alternative trading systems, at a volume
weighted average price of $187.16 per Common Share, resulting in a
total investment of $60.3 million.
The purchase for cancellation of Common Shares
is part of the Company’s capital management strategy, which is
designed to effectively allocate capital in a manner that will
produce the greatest long-term return for shareholders. Provided
the Company can access and maintain a sufficient level of liquidity
to fund organic growth, invest in capital expenditures that produce
future revenue growth, and maintain its target level of financial
leverage, the Company distributes a quarterly dividend
proportionate to approximately 35% of the prior year’s adjusted net
earnings per share, while utilizing its excess capital to
opportunistically invest in new business lines, or purchase its
common shares when they are deemed to be trading below their
intrinsic value. The Company continues to maintain a level of
liquidity sufficient to fund its organic growth plans through 2023,
allowing it to deploy excess capital in a manner consistent with
this approach going forward.
Total Return Swap Agreement
Subsequent to quarter end, the Company entered
into a 7-month total return swap agreement (the
"TRS") to substantively hedge its market exposure
related to an additional 75,000 contingent shares related to the
equity held in Affirm. The TRS effectively results in the economic
value of this hedged portion of the Company’s contingent equity in
Affirm being settled in cash at maturity for US$163.00 per share,
net of applicable fees.
During the third quarter, the Company previously
entered into a 9-month total return swap agreement to substantively
hedge its market exposure related to 100,000 contingent shares
related to the equity held in Affirm, with those shares being
settled in cash at maturity for US$110.35 per share, net of
applicable fees. To date, the Company has substantively hedged its
market exposure related to 175,000 of the 468,000, or approximately
37%, of the total contingent shares related to the equity held in
Affirm.
About goeasy
goeasy Ltd., a Canadian company, headquartered
in Mississauga, Ontario, provides non-prime leasing and lending
services through its easyhome, easyfinancial and LendCare brands.
Supported by more than 2,200 employees, the Company offers a wide
variety of financial products and services including unsecured and
secured instalment loans. Customers can transact seamlessly through
an omni-channel model that includes an online and mobile platform,
over 400 locations across Canada, and point-of-sale financing
offered in the retail, power sports, automotive, home improvement
and healthcare verticals, through more than 4,000 merchants across
Canada. Throughout the Company’s history, it has acquired and
organically served over 1 million Canadians and originated over
$7.2 billion in loans, with one in three easyfinancial customers
graduating to prime credit and 60% increasing their credit score
within 12 months of borrowing.
Accredited by the Better Business Bureau, goeasy
is the proud recipient of several awards including Waterstone
Canada’s Most Admired Corporate Cultures, Glassdoor Top CEO Award,
Achievers Top 50 Most Engaged Workplaces in North America, Greater
Toronto Top Employers Award, the Digital Finance Institute’s
Canada’s Top 50 FinTech Companies, ranking on the TSX30 and placing
on the Report on Business ranking of Canada’s Top Growing Companies
and has been certified as a Great Place to Work®. The company is
represented by a diverse group of team members from over 75
nationalities who believe strongly in giving back to the
communities in which it operates. To date, goeasy has raised and
donated over $3.8 million to support its long-standing partnerships
with BGC Canada, Habitat for Humanity and many other local
charities.
goeasy Ltd.’s. common shares are listed on the
TSX under the trading symbol “GSY”. goeasy is rated BB- with
a stable trend from S&P and Ba3 with a stable trend from
Moody’s. Visit www.goeasy.com.
For further information contact:Jason MullinsPresident &
Chief Executive Officer(905) 272-2788
Farhan Ali KhanSenior Vice President and Chief Corporate
Development Officer(905) 272-2788
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