Alaris Announces TSX Acceptance of Normal Course Issuer Bid
CALGARY, May 23, 2023 - Alaris Equity Partners Income Trust ("Alaris" or the "Trust") (TSX: AD.UN) is announcing that it has received approval from the Toronto Stock Exchange ("TSX") to proceed with a normal course issuer bid ("NCIB"). Under the NCIB, the Trust may purchase for cancellation up to 1,000,000 trust units of the Trust ("Units"). As at May 23, 2023, Alaris had 45,479,179 Units outstanding. As a result, the NCIB represents approximately 2% of Alaris' issued and outstanding Units as at May 23, 2023. The actual number of Units that may be purchased for cancellation under the NCIB and the timing of any such purchases will be determined by Alaris, subject to a maximum daily purchase limitation of 16,037 Units, which equals 25% of Alaris' average daily trading volume on the TSX of 64,150 Units for the six months ended April 30, 2023. The Trust may also make one block purchase per calendar week which exceeds the daily repurchase restrictions.
The NCIB will commence on May 25, 2023, and may continue to May 24, 2024, unless Alaris terminates the NCIB or the NCIB is completed earlier. A registered broker will purchase Units under the NCIB on behalf of the Trust only through the facilities of the TSX and other alternative exchanges as are permitted under applicable securities laws.
In connection with the NCIB, Alaris has entered into an automatic securities purchase plan ("ASPP") with its designated broker to allow for the purchase of Units under the NCIB at times when Alaris normally would not be active in the market due to internal trading black-out periods or for other periods as the Trust may determine. Before the commencement of any particular internal trading black-out period or other period as the Trust may determine appropriate (each, an "Automatic Purchase Period"), Alaris may, but is not required to, instruct its designated broker to purchase Units under the NCIB during the ensuing Automatic Purchase Period in accordance with the ASPP. The broker will make purchases during an Automatic Purchase Period in its sole discretion based on parameters established by Alaris before commencement of the Automatic Purchase Period in accordance with the ASPP and applicable TSX rules. Outside of these Automatic Purchase Periods, Alaris will purchase Units at its discretion under the NCIB.
Alaris believes that, from time to time, the market price of the Units may not fully reflect the underlying value of the Units and that at such times the purchase of Units would be in the best interests of Alaris. As a result of such purchases, the number of issued Units will be decreased and, consequently, the proportionate Unit interest of all remaining Unitholders will be increased on a pro rata basis. In addition, as the Trust is a distribution paying Trust, purchases under the proposed issuer bid will reduce the Trust's ongoing distribution obligations and, consequently, reduce its Run Rate Payout Ratio.
About Alaris
The Trust, through its subsidiaries, indirectly provides alternative financing to private companies ("Partners") in exchange for distributions with the principal objective of generating stable and predictable cash flows for payment of distributions to unitholders of the Trust. Distributions from the Partners are adjusted each year based on the percentage change of a "top line" financial performance measure such as gross margin and same-store sales and rank in priority to the owners' common equity position.
NON-IFRS MEASURES:
"Run Rate Payout Ratio" refers to Alaris' total distribution per Unit expected to be paid over the next twelve months divided by the estimated net cash from operating activities per Unit that Alaris expects to generate over the same twelve-month period (after giving effect to the impact of all information disclosed as of the date of this report).
The term Run Rate Payout Ratio is not a standard measure under IFRS. Alaris' calculation of the Run Rate Payout Ratio may differ from those of other issuers and, therefore, should be used only in conjunction with the Trust's annual audited and unaudited interim financial statements, which are available under the Trust's (and its predecessor's) profile on SEDAR at www.sedar.com.
CONTACT:
ir@alarisequity.com
P: (403) 260-1457
Alaris Equity Partners Income Trust
Suite 250, 333 24th Avenue S.W.
Calgary, Alberta T2S 3E6
www.alarisequitypartners.com
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, including forward-looking statements within the meaning of "safe harbor" provisions under applicable securities laws ("forward-looking statements"). Statements other than statements of historical fact contained in this news release may be forward-looking statements. Many of these statements can be identified by words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof. Any forward-looking statements which constitute a financial outlook or future-oriented financial information (including the impact the Run Rate Payout Ratio) were approved by management as of the date hereof and have been included to explain Alaris' financial performance and are subject to the same risks and assumptions disclosed above. There can be no assurance that the plans, intentions or expectations on which these forward-looking statements are based will occur.
By their nature, forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. The actual results of the Trust could materially differ from those anticipated in the forward-looking statements contained herein. Additional risks that may cause actual results to vary from those stated are discussed under the heading "Risk Factors" and "Forward Looking Statements" in the Trust's Management Discussion and Analysis for the year ended December 31, 2022, which is filed under the Trust's profile at www.sedar.com and on its website at www.alarisequitypartners.com.
Readers are cautioned not to place undue reliance on any forward-looking information contained in this news release as several factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and Alaris does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities legislation.
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.