Firm Capital Mortgage Investment Corporation (the
“
Corporation”) (TSX: FC, FC.DB.F, FC.DB.G,
FC.DB.H, FC.DB.I, FC.DB.J, FC.DB.K and FC.DB.L) announced today
that the Toronto Stock Exchange (the “
TSX”) has
accepted a notice filed by the Corporation of its intention to make
a normal course issuer bid (the “
NCIB”) with
respect to its outstanding common shares (the “
Common
Shares”), 5.30% convertible unsecured subordinated
debentures due August 31, 2024 (the “
2024
Debentures”), 5.40% convertible unsecured subordinated
debentures due June 30, 2025 (the “
2025
Debentures”), 5.50% convertible unsecured subordinated
debentures due January 31, 2026 (the “
2026
Debentures”), 5.00% convertible unsecured subordinated
debentures due September 30, 2028 (the “
2028
Debentures”) and 5.00% convertible unsecured subordinated
debentures due March 31, 2029 (the “
2029
Debentures”, and together with the 2024 Debentures, 2025
Debentures, 2026 Debentures and 2028 Debentures, the
“
Debentures”).
The notice provides that the Corporation may,
during the 12 month period commencing July 18, 2022 and ending no
later than July 17, 2023, purchase through the facilities of the
TSX and/or alternative Canadian Trading Systems up to: (i)
3,359,442 Common Shares in total, being 10% of the “public float”
of Common Shares as of July 5, 2022; (ii) $2,621,831 aggregate
principal amount of 2024 Debentures in total, being 10% of the
“public float” of 2024 Debentures as of July 5, 2022; (iii)
$2,478,894 aggregate principal amount of 2025 Debentures in total,
being 10% of the “public float” of 2025 Debentures as of July 5,
2022; (iv) $2,462,188 aggregate principal amount of 2026 Debentures
in total, being 10% of the “public float” of 2026 Debentures as of
July 5, 2022; (v) $4,600,000 aggregate principal amount of 2028
Debentures in total, being 10% of the “public float” of 2028
Debentures as of July 5, 2022; and (vi) $4,369,850 aggregate
principal amount of 2029 Debentures in total, being 10% of the
“public float” of 2029 Debentures as of July 5, 2022.
The price which the Corporation will pay for any
Common Shares or Debentures will be the market price at the time of
acquisition. During the period of this NCIB, the Corporation may
make purchases under the NCIB by means of open market transactions.
The actual number of Common Shares and Debentures which may be
purchased pursuant to the NCIB and the timing of any such purchases
will be determined by senior management of the Corporation. The
average daily trading volume from January 1 to June 30, 2022
(except for the 2029 Debentures, which is from January 27 to June
30, 2022) was 47,866 Common Shares, $16,480 aggregate principal
amount of 2024 Debentures, $8,536 aggregate principal amount of
2025 Debentures, $6,600 aggregate principal amount of 2026
Debentures, $25,536 aggregate principal amount of 2028 Debentures
and $97,175 aggregate principal amount of 2029 Debentures. Daily
purchases under the NCIB will be limited to 11,966 Common Shares,
$4,120 aggregate principal amount of 2024 Debentures, $2,134
aggregate principal amount of 2025 Debentures, $1,650 aggregate
principal amount of 2026 Debentures, $6,384 aggregate principal
amount of 2028 Debentures and $24,293 aggregate principal amount of
2029 Debentures, other than block purchases. All Common Share and
Debentures purchased by the Corporation under the NCIB will be
cancelled.
As of July 5, 2022, there were: (i) 34,483,717
Common Shares outstanding, and the public float was 33,594,424
Common Shares; (ii) $26,500,000 aggregate principal amount of 2024
Debentures outstanding, and the public float was $26,218,310
aggregate principal amount of 2024 Debentures; (iii) $25,000,000
aggregate principal amount of 2025 Debentures outstanding, and the
public float was $24,788,940 aggregate principal amount of 2025
Debentures; (iv) $24,983,000 aggregate principal amount of 2026
Debentures outstanding, and the public float was $24,621,884
aggregate principal amount of 2026 Debentures; (v) $46,000,000
aggregate principal amount of 2028 Debentures outstanding, and the
public float was $46,000,000 aggregate principal amount of 2028
Debentures; and (vi) $43,700,000 aggregate principal amount of 2029
Debentures outstanding, and the public float was $43,698,500
aggregate principal amount of 2029 Debentures.
The Corporation may purchase its Common Shares
and Debentures, from time to time, if it believes that the market
price of its Common Shares and/or Debentures is attractive and that
the purchase would be an appropriate use of corporate funds and in
the best interests of the Corporation.
ABOUT THE
CORPORATIONWhere Mortgage Deals Get
Done®
The Corporation, through its mortgage banker,
Firm Capital Corporation, is a non-bank lender providing
residential and commercial short-term bridge and conventional real
estate financing, including construction, mezzanine and equity
investments. The Corporation's investment objective is the
preservation of shareholders' equity, while providing shareholders
with a stable stream of monthly dividends from investments. The
Corporation achieves its investment objectives through investments
in selected niche markets that are under-serviced by large lending
institutions. Lending activities to date continue to develop a
diversified mortgage portfolio, producing a stable return to
shareholders. The Corporation is a Mortgage Investment Corporation
(MIC) as defined in the Income Tax Act (Canada). Accordingly, the
Corporation is not taxed on income provided that its taxable income
is paid to its shareholders in the form of dividends within 90 days
after December 31 each year. Such dividends are generally treated
by shareholders as interest income, so that each shareholder is in
the same position as if the mortgage investments made by the
Corporation had been made directly by the shareholder. Full reports
of the financial results of the Corporation are outlined in the
financial statements and the related management discussion and
analysis of the Corporation, available on the SEDAR website at
www.sedar.com. In addition, supplemental information is available
on the Corporation’s website at www.firmcapital.com.
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute “forward-looking statements” within the meaning of
applicable securities legislation, including, but not limited to,
statements relating to future purchases of Common Shares and/or
Debentures under the NCIB. Much of this information can be
identified by words such as “expect to,” “expected,” “will,”
“estimated” or similar expressions suggesting future outcomes or
events. The Corporation believes the expectations reflected in such
forward-looking statements are reasonable but no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements should not be unduly relied upon.
Forward-looking statements are based on current
information and expectations that involve a number of 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 the Corporation’s financial
condition and prospects; the stability of general economic and
market conditions; interest rates; the underlying value of the
Corporation and its Common Shares and Debentures; the ability of
the Corporation to complete purchases under the NCIB; the
availability of cash for repurchases of outstanding Common Shares
and/or Debentures under the NCIB; the existence of alternative uses
for the Corporation’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 pertaining to the NCIB; and other risks related to
the Corporation’s business, including those identified in the
Corporation’s most recent annual information form under the heading
“Risk Factors” (a copy of which may be obtained at www.sedar.com)
and subsequent filings. Forward-looking statements contained in
this press release are made as of the date hereof and are subject
to change. All forward-looking statements in this press release are
qualified by these cautionary statements. 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 further
information, please contact: |
|
|
Eli Dadouch |
Ryan Lim |
President & Chief Executive
Officer |
Chief Financial Officer |
(416) 635-0221 |
(416) 635-0221 |
|
|
For Investor
Relations information, please contact: |
|
|
Victoria Moayedi |
|
Director, Investor Relations |
|
(416) 635-0221 |
|
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