TORONTO, Dec. 21, 2021 /CNW/ - LifeSpeak Inc.
("LifeSpeak" or the "Company") (TSX: LSPK), the
mental health and total wellbeing platform for employee and
customer-focused organizations, today announced that it intends to
commence a normal course issuer bid (the "NCIB") to
purchase, for cancellation, up to 2,415,125 common shares in the
capital of the Company ("Common Shares"), which represents
approximately 5% of the issued and outstanding Common Shares as of
December 17, 2021.
As at December 17, 2021, the
Company had 48,302,511 Common Shares issued and outstanding. In
connection with the Common Shares purchasable under the NCIB, the
Company has entered into an automatic share purchase plan
("ASPP") with its designated broker.
Purchases of Common Shares under the NCIB may be made through
the facilities of the Toronto Stock Exchange ("TSX") and
alternative trading systems by means of open market transactions or
by such other means as may be permitted by the TSX and under
applicable securities laws.
The Company believes that the current market price of its Common
Shares does not fully reflect their underlying value and that
current market conditions provide opportunities for the Company to
acquire Common Shares at attractive prices. In the Company's view,
a repurchase of Common Shares would be an effective use of its cash
resources and would be in the best interests of the Company and its
shareholders. It would both enhance liquidity for shareholders
seeking to sell, and provide an increase in the proportionate
interests of shareholders wishing to maintain their positions.
The NCIB is expected to commence on or about December 24, 2021, and will terminate no later
than December 23, 2022. All purchases
of Common Shares will be made in compliance with applicable TSX
rules. The average daily trading volume of the Common Shares on the
TSX since the completion of its initial public offering on
July 6, 2021, is 60,206 Common
Shares. In accordance with the TSX rules and subject to the
exemption for block purchases, a maximum daily repurchase of 25% of
this average may be made, representing 15,051 Common Shares. The
price per Common Share will be based on the market price of such
shares at the time of purchase in accordance with regulatory
requirements.
Purchases under the ASPP will be determined by the broker in its
sole discretion, based on the purchasing parameters set out by the
Company in accordance with the rules of the TSX, applicable
securities laws and the terms of the ASPP. Purchases of Common
Shares under the ASPP may be made through the facilities of the TSX
and alternative trading systems.
The ASPP has been pre-cleared by the TSX and will be effective
as of December 24, 2021. The ASPP
will terminate on the earliest of the date on which: (i) the NCIB
expires; (ii) the maximum number of Common Shares has been
purchased under the NCIB; and (iv) the Company terminates the ASPP
in accordance with its terms. Concurrent with the establishment of
the ASPP, the Company has confirmed to the broker that it was then
not aware of any material undisclosed or non-public information
with respect to the Company or any securities of the Company.
During the term of the ASPP, the Company will not communicate
any material undisclosed or non-public information to the trading
staff of the broker; accordingly, the broker may make purchases
regardless of whether a trading blackout period is in effect or
whether there is material undisclosed or non-public information
about the Company at the time that purchases are made under the
ASPP. In the event that the ASPP is materially varied, suspended or
terminated, the Company will issue a news release advising of such
variation, suspension or termination, as applicable.
About LifeSpeak Inc.
LifeSpeak is a leading software-as-a-service provider of a
platform for mental health and total wellbeing education for
organizations committed to taking care of their employees and
customers. With 17+ years of experience creating and curating
thousands of expert-led micro-learning videos and other digital
content, LifeSpeak's proprietary library's depth and breadth of
easily consumable content helps companies around the world support
their people anytime and anywhere. LifeSpeak serves a diverse
global client base across many industries and sectors, including
Fortune 500 companies, government agencies, insurance providers,
and other health technology firms. LifeSpeak is the parent company
of Lift Digital Inc., ALAViDA Health Ltd. and EnCompass Education
Solutions, Inc. To learn more, follow LifeSpeak on LinkedIn
(http://www.linkedin.com/company/lifespeak-inc) or visit
www.LifeSpeak.com.
Forward-Looking Information
This press release includes "forward-looking information" within
the meaning of applicable securities laws. Such forward-looking
information includes, but is not limited to, information with
respect to our objectives and the strategies to achieve these
objectives, as well as information with respect to our beliefs,
plans, expectations, anticipations, estimates and intentions,
including the Company's belief that the NCIB is in the best
interests of the Company and its shareholders and that underlying
value of the Company may not be reflected in the market price of
the Common Shares, the Company's intentions regarding the NCIB and
whether the Company will receive the requisite approvals of the TSX
in respect of the NCIB.
In some cases, but not necessarily in all cases,
forward-looking information can be identified by the use of
forward-looking terminology and phrases such as "forecast",
"target", "goal", "may", "might", "will", "could", "expect",
"anticipate", "estimate", "intend", "plan", "indicate", "seek",
"believe", "predict", or "likely", or the negative of these terms,
or other similar expressions intended to identify forward-looking
information, including references to assumptions. In addition, any
statements that refer to expectations, intentions, projections or
other characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking
information are not historical facts nor guarantees or assurances
of future performance but instead represent management's current
beliefs, expectations, estimates and projections regarding possible
future events, circumstances or performance.
Forward-looking information is necessarily based on a number of
opinions, estimates and assumptions that, while considered
reasonable by LifeSpeak as of the date of this release, is subject
to known and unknown risks, uncertainties, assumptions and other
factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information. Important
factors that could cause actual results to differ, possibly
materially, from those indicated by the forward-looking information
include, but are not limited to, the risk factors identified under
"Risk Factors" in the Company's prospectus dated
June 28, 2021 (the "IPO
Prospectus"), and in other periodic filings that the Company
has made and may make in the future with the securities commissions
or similar regulatory authorities in Canada, all of which are available under the
Company's SEDAR profile at www.sedar.com. These factors are
not intended to represent a complete list of the factors that could
affect LifeSpeak. However, such risk factors should be considered
carefully. There can be no assurance that such estimates and
assumptions will prove to be correct. You should not place undue
reliance on forward-looking information, which speak only as of the
date of this release. LifeSpeak undertakes no obligation to
publicly update any forward-looking information, except as required
by applicable securities laws.
SOURCE LifeSpeak Inc.