VANCOUVER, BC, Nov. 7, 2023
/CNW/ - In addition to the favorable Third Quarter 2023
Financial Results released earlier today, Thinkific Labs Inc.
("Thinkific" or the "Company") (TSX: THNC), a leading
platform for creating, marketing and selling online learning
products, also announced today that the Toronto Stock Exchange (the
"TSX") has accepted the Company's Notice of Intention to
Make a Normal Course Issuer Bid ("NCIB").
Under the NCIB, the Company may purchase for cancellation up to
an aggregate of 2,444,358 subordinate voting shares in the
capital of the Company ("Subordinate Voting Shares"),
representing approximately 10% of the public float (as defined in
the rules and policies of the TSX) of the Subordinate Voting Shares
as of October 30, 2023. The NCIB will
commence on November 10, 2023, and
terminate on November 8, 2024, or
earlier if the maximum number of Subordinate Voting Shares under
the NCIB have been purchased or if the NCIB has been terminated by
the Company. As of October 30, 2023,
the Company had 24,792,856 Subordinate Voting Shares issued and
outstanding and a public float of 24,443,589 Subordinate Voting
Shares.
Under the NCIB, other than purchases made under a block purchase
exception in accordance with the rules and policies of the TSX, the
Company may acquire, from time to time, up to 5,296 Subordinate
Voting Shares per day on the TSX, being 25% of the average daily
trading volume of the Subordinate Voting Shares for the period from
May 1, 2023 to October 31, 2023.
Under the NCIB, purchases will be made through the facilities of
the TSX, and/or permitted alternative Canadian trading systems, at
prevailing market prices or such other prices as permitted under
the rules and policies of the TSX and applicable securities laws.
All Subordinate Voting Shares purchased by the Company under the
NCIB will be canceled.
THNC believes that when a disconnect exists between the share
price and the intrinsic value of the business, like today, an NCIB
can increase shareholder value and per share growth. Further, we
believe that current market conditions provide opportunities for
the Company to acquire Subordinate Voting Shares at attractive
prices. In the Company's view, having the option to
opportunistically repurchase Subordinate Voting Shares could be an
effective use of its cash resources and could 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.
In connection with the NCIB, the Company intends to enter into
an automatic share purchase plan (the "ASPP") on or about
November 10, 2023 with an independent
broker (the "Broker") in order to facilitate purchases of
the Subordinate Voting Shares under the NCIB. Under the ASPP, the
Broker may purchase Subordinate Voting Shares under the NCIB at
times when the Company would ordinarily not be active in the market
due to its internal trading blackout periods, insider trading laws
or otherwise. Trading limits and other parameters for automatic
purchases of the Subordinate Voting Shares under the ASPP will be
pre-determined between the Company and the Broker in accordance
with the rules and policies of the TSX and applicable securities
laws. As required by the applicable rules of the TSX, the ASPP will
contain provisions to ensure that the Broker will not bid under the
NCIB for the Subordinate Voting Shares offered under the automatic
securities disposition plan of Greg
Smith previously announced by the Company on June 14, 2023.
To the knowledge of Thinkific, no other director or senior
officer of the Company currently intends to sell any Subordinate
Voting Shares under the NCIB. However, sales by such persons
through the facilities of TSX may occur if the personal
circumstances of any such person change or any such person makes a
decision unrelated to these normal course purchases. The benefits
to any such person whose Subordinate Voting Shares are purchased
would be the same as the benefits available to all other holders
whose Subordinate Voting Shares are purchased.
About Thinkific
Thinkific (TSX:THNC) makes it simple
for Creator Educators and established businesses of any size to
scale and generate revenue by teaching what they know. Our Platform
gives businesses everything they need to build, market, and sell
digital learning products - from courses to communities - and to
run their business seamlessly under their own brand, on their own
site. Thinkific's 50,000+ active creators earn hundreds of millions
of dollars in direct course, membership and community sales while
teaching tens of millions of students. Thinkific is headquartered
in Vancouver, Canada, with a
distributed team.
This news release includes forward-looking statements and
forward–looking information within the meaning of applicable
securities laws ("forward-looking statements'"). Forward-looking
statements are based on Thinkific's current expectations,
estimates, projections and assumptions made in light of information
available to it at the time such forward-looking statements are
made and considers Thinkific's experience and its perception of
trends. Forward-looking statements in this news release include
statements regarding its intention to make an NCIB and enter into
an ASPP, the reasons for the NCIB, the timing and amount of
purchases under the NCIB and the ASPP and the cancellation of the
Subordinate Voting Shares purchased under the NCIB. Although
Thinkific's management believes that the assumptions underlying
these statements and information are reasonable, they may prove to
be incorrect. Except as required by applicable securities laws,
forward–looking statements and information speak only as of the
date on which they are made and Thinkific undertakes no obligation
to publicly update or revise any forward–looking statement or
information, whether as a result of new information, future events
or otherwise.
Forward-looking statements and information are not guarantees
of future performance and involve a number of risks and
uncertainties, some that are similar to other companies with online
learning products and some that are unique to Thinkific.Thinkific's
actual results may differ materially from those expressed or
implied by its forward-looking statements, so readers are cautioned
not to place undue reliance on them.
The Annual Information Form of the Company dated February 23, 2023 and other documents filed by it
from time to time with securities regulatory authorities describe
in greater detail the risks, uncertainties, material assumptions
and other factors that could influence actual results and such
factors are incorporated herein by reference. Copies of these
documents are available under our profile on SEDAR+ at
www.sedarplus.ca.
SOURCE Thinkific Labs Inc.