LifeSpeak Inc. Announces Normal Course Issuer Bid
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.
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.
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