All amounts are in Canadian dollars unless otherwise
indicated.
TERREBONNE, QC, Dec. 12,
2024 /CNW/ - ADF GROUP INC. ("ADF"
or the "Corporation") (TSX: DRX), a North American leader in
the fabrication of steel superstructures, announces that it has
received approval from the Toronto Stock Exchange (the
"TSX") to proceed with a normal course issuer bid
("NCIB") in accordance with the approval of the TSX.
Commencing on December 16, 2024,
and ending on December 15, 2025, ADF
will be authorized to repurchase from time to time a maximum of
1,770,707 Subordinate Voting Shares, representing approximately 10%
of the public float as at December 2, 2024. The
Subordinate Voting Shares will be repurchased for cancellation.
ADF's management believes that the repurchases of Subordinate
Voting Shares that it may make from time to time in connection with
this NCIB represent a desirable use of the Corporation's funds, for
both the Corporation and its Shareholders.
The average daily trading volume ("ADTV") of the
Corporation's Subordinate Voting Shares over the last six completed
calendar months was 139,965. Accordingly, under the TSX rules, the
Corporation is entitled to repurchase, on any trading day, up to
34,991 Subordinate Voting Shares. Once a week, in addition to this
daily limit, the Corporation may also repurchase a block of
Subordinate Voting Shares that is not directly or indirectly owned
by an insider (i) having a purchase price of $200,000 or more, (ii) of at least
5,000 shares having a purchase price of at least
$50,000, or (iii) of at least 20
board lots of shares which total 150% or more of the ADTV, in
accordance with the TSX rules.
All repurchases of Subordinate Voting Shares will be made at the
discretion of the Corporation's management on the open market
through the facilities of the TSX or by such other means as may be
authorized by the applicable securities' regulatory authority,
including repurchases outside of the facilities of the TSX pursuant
to exemption orders under applicable securities legislation or
issued by securities regulatory authorities. Such repurchases and
payments thereof will be made by the Corporation in accordance with
the TSX requirements. The price to be paid by the Corporation for
the Subordinate Voting Shares it will acquire will be the market
price of such securities at the time of acquisition, except for
repurchases outside of the facilities of the TSX made pursuant to
exemption orders under applicable securities legislation or issued
by securities regulatory authorities, which may be discounted to
the prevailing market price.
On June 13, 2024, ADF repurchased
outside of the facilities of the TSX for cancellation 2,766,287
Subordinate Voting Shares at a price of $17.31 per share. A favorable decision was
obtained from the Autorité des marchés financiers to exempt
the Corporation from the requirements applicable to issuer bids
under applicable legislation. This decision provides that this
repurchase will not be taken into account in calculating the
maximum annual aggregate limit of any normal course issuer bid of
Subordinate Voting Shares in the year following such
repurchase.
ADF has retained National Bank Financial Inc. as its broker in
connection with the NCIB. In addition, ADF will enter into an
automatic repurchase plan with its designated broker which will
allow ADF to repurchase its Subordinate Voting Shares, subject to
certain trading parameters, at times when it would ordinarily not
be active in the market due to self-imposed trading blackout
periods. Outside of these periods, the Subordinate Voting Shares
will be repurchased by ADF at the discretion of the management of
the Corporation under the NCIB.
About ADF Group Inc. | ADF Group Inc. is a North
American leader in the design and engineering of connections,
fabrication, including the application of industrial coatings, and
installation of complex steel structures, heavy steel built ups, as
well as in miscellaneous and architectural metals for the
non-residential infrastructure sector. ADF Group Inc. is one of the
few players in the industry capable of handling highly technically
complex mega projects on fast-track schedules in the commercial,
institutional, industrial and public sectors. The Corporation
operates two fabrication plants and two paint shops, in
Canada and in the United States, and a Construction Division
in the United States, which
specializes in the installation of steel structures and other
related products.
Forward-Looking Information | This press release
contains forward-looking statements reflecting ADF's objectives and
expectations. These statements are identified by the use of verbs
such as "expect" as well as by the use of future or conditional
tenses. By their nature, these statements involve risks and
uncertainties. Consequently, actual facts may differ from ADF's
expectations.
SOURCE ADF Group Inc.
