The Real Brokerage Renews Normal Course Issuer Bid, Authorizing Share Repurchases
May 14 2024 - 3:30PM
Business Wire
The Real Brokerage Inc. (the "Company" or "Real") (NASDAQ:
REAX), the fastest-growing, publicly traded real estate brokerage,
today announced that its Board of Directors has approved the
renewal of the Company's normal course issuer bid ("NCIB"). The
NCIB is set to commence on May 29, 2024, immediately following the
expiration of the current NCIB on May 28, 2024.
The NCIB authorizes Real to repurchase up to 9,472,708 of its
common shares ("Common Shares"), representing approximately 5% of
the total issued and outstanding Common Shares of 189,454,169 as of
May 1, 2024. This repurchase program will be conducted during the
twelve-month period commencing May 29, 2024 and ending May 28,
2025. In addition, the aggregate number of Common Shares acquired
by the Company within any 12-month period under the current NCIB
and renewed NCIB will not exceed 5% of the Common Shares issued and
outstanding at the beginning of such 12-month period.
Further details regarding the NCIB are
below:
The Company has outstanding awards issued under an amended and
restated stock option plan (the "Option Plan"), a restricted share
unit plan (the "RSU Plan"), an omnibus incentive plan (the "Omnibus
Plan") and an amended and restated omnibus incentive plan (the
"A&R Plan", and together with the Option Plan, the RSU Plan and
the Omnibus Plan, the "Plans") for the benefit of designated
participants. Designated participants are employees, officers or
consultants of the Company or a related entity of the Company as
the Board of Directors may designate from time to time as eligible
to participate in the Plans. Under the Plans, vested restricted
share units ("RSUs") may be settled in Common Shares, a cash
payment equivalent to the value of a Common Share or a combination
of cash and Common Shares (the “Settlement”). The Plans provide
that Common Shares may be acquired on the market to satisfy a
Settlement. The NCIB is being conducted to acquire the Common
Shares for Settlement purposes under the Plans.
In connection with the NCIB, Real will appoint a trustee (the
"Trustee") as the trustee for the purposes of arranging for the
acquisition of the Common Shares and to hold Common Shares in trust
for the purposes of administering Settlements under the Plans as
well as deal with other administrative matters.
The Common Shares acquired under the NCIB will be held by the
Trustee until the Common Shares are transferred to the designated
participants or sold in the market, with the proceeds to be
transferred to designated participants under the terms of the
Plans, to satisfy the Company's obligations in respect of the
Settlement of vested RSUs held by such designated participants.
Although the Company intends to purchase Common Shares under the
NCIB, there can be no assurances that any such purchases will be
completed. Any purchases made under the NCIB will be made by Real
at the prevailing market price at the time of acquisition and
through the facilities of the NASDAQ Capital Market and alternative
trading systems. The Company may rely on an automatic purchase plan
during the NCIB. The automatic purchase plan would allow for
purchases by the Company of Common Shares during certain
predetermined blackout periods.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States. The securities have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act") or any state securities laws and may not be
offered or sold within the United States or to or for the account
or benefit of persons in the United States or "U.S. Persons", as
such term is defined in Regulation S promulgated under the U.S.
Securities Act, unless registered under the U.S. Securities Act and
applicable state securities laws or pursuant to an exemption from
such registration requirements.
About Real
Real (NASDAQ: REAX) is a real estate experience company working
to make life’s most complex transaction simple. The fast-growing
company combines essential real estate, mortgage and closing
services with powerful technology to deliver a single seamless
end-to-end consumer experience, guided by trusted agents. With a
presence throughout the United States and Canada, Real supports
more than 18,000 agents who use its digital brokerage platform and
tight-knit professional community to power their own
forward-thinking businesses.
Forward-Looking Information
This press release contains forward-looking information within
the meaning of applicable Canadian securities laws. Forward-looking
information is often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate",
"expect", "likely" and "intend" and statements that an event or
result "may", "will", "should", "could" or "might" occur or be
achieved and other similar expressions. These statements reflect
management's current beliefs and are based on information currently
available to management as of the date hereof. Forward-looking
information in this press release includes, without limiting the
foregoing, the statements regarding Common Share repurchases under
the NCIB.
Forward-looking information is based on assumptions that may
prove to be incorrect, including, but not limited to, Real's
business objectives, expected growth, results of operations,
performance, business projects and opportunities and financial
results. Real considers these assumptions to be reasonable in the
circumstances. However, forward-looking information is subject to
known and unknown risks, uncertainties and other factors that could
cause actual results, performance or achievements to differ
materially from those expressed or implied in the forward-looking
information. Important factors that could cause such differences
include, but are not limited to, slowdowns in real estate markets,
economic and industry downturns and Real not purchasing a portion,
or all, of the Common Shares that Real may purchase under the NCIB.
These factors should be carefully considered and readers should not
place undue reliance on the forward-looking statements. Although
the forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions,
Real cannot assure readers that actual results will be consistent
with these forward-looking statements. These forward-looking
statements are made as of the date of this press release, and Real
assumes no obligation to update or revise them to reflect new
events or circumstances, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240514111421/en/
For investor inquiries, please contact: Ravi Jani Vice
President, Investor Relations and Financial Planning & Analysis
investors@therealbrokerage.com 908.280.2515 For media inquiries,
please contact: Elisabeth Warrick Senior Director, Marketing,
Communications & Brand elisabeth@therealbrokerage.com
201.564.4221
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