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 4,415,678 trust units of the Trust
("
Units"). As at December 23, 2024, Alaris had
45,620,763 Units issued and outstanding, with 44,156,783 Units
outstanding as its public float. As a result, the NCIB represents
approximately 10% of Alaris’ public float as at December 23, 2024.
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 14,044 Units, which equals 25% of Alaris’ average
daily trading volume on the TSX of 56,179 Units for the six months
ended November 30, 2024. The Trust may also make one block purchase
per calendar week which exceeds the daily repurchase restrictions.
The NCIB will commence on January 6, 2025, and
may continue to January 5, 2026, 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.comP: (403) 260-1457Alaris Equity
Partners Income TrustSuite 250, 333 24th Avenue
S.W.Calgary, Alberta T2S 3E6www.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. Assumptions about the performance of the
Canadian and U.S. economies over the next 24 months and how that
will affect Alaris’ business and that of its Partners are material
factors considered by Alaris management when setting the outlook
for Alaris. Key assumptions include, but are not limited to,
assumptions that: interest rates will not rise in a matter
materially different from the prevailing market expectations over
the next 12 to 24 months; no widespread global health crisis will
impact the economy or any Partners’ operations in a material way in
the next 12 months; the businesses of the majority of our Partners
will continue to grow; the businesses of new Partners and those of
existing partners will perform in line with Alaris’ expectations
and diligence; more private companies will require access to
alternative sources of capital and that Alaris will have the
ability to raise required equity and/or debt financing on
acceptable terms. Management of Alaris has also assumed that the
Canadian and U.S. dollar trading pair will remain in a range of
approximately plus or minus 15% of the current rate expectations
over the next 6 months. In determining expectations for economic
growth, management of Alaris primarily considers historical
economic data provided by the Canadian and U.S. governments and
their agencies as well as prevailing economic conditions at the
time of such determinations.
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 and the Partners could materially differ from those
anticipated in the forward-looking statements contained herein as a
result of certain risk factors, including, but not limited to: the
ability of our Partners and, correspondingly, Alaris to meet
performance expectations for 2024 and beyond; any change in the
senior lenders’ outlook for Alaris’ business; management's ability
to assess and mitigate the impacts of any local, regional, national
or international health crises like COVID-19 or its variants; the
dependence of Alaris on the Partners; reliance on key personnel;
general economic conditions in Canada, North America and globally;
failure to complete or realize the anticipated benefit of Alaris’
financing arrangements with the Partners; a failure of the Trust or
any Partners to obtain required regulatory approvals on a timely
basis or at all; changes in legislation and regulations and the
interpretations thereof; risks relating to the Partners and their
businesses, including, without limitation, a material change in the
operations of a Partner or the industries they operate in;
inability to close additional Partner contributions in a timely
fashion, or at all; a change in the ability of the Partners to
continue to pay Alaris’ distributions; a material change in the
unaudited information provided to Alaris by the Partners; a failure
of a Partner (or Partners) to realize on their anticipated growth
strategies; a failure to achieve the expected benefits of the
third-party asset management strategy or similar new investment
structures and strategies; conflicts of interest that may arise
under the asset management strategy or otherwise; a failure to
achieve resolutions for outstanding issues with Partners on terms
materially in line with management’s expectations or at all; and a
failure to realize the benefits of any concessions or relief
measures provided by Alaris to any Partner or to successfully
execute an exit strategy for a Partner where desired. Additional
risks that may cause actual results to vary from those indicated
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, 2023, which is filed under the Trust’s
profile at www.sedar.com and on its website at
www.alarisequitypartners.com.
This news release contains future-oriented
financial information and financial outlook information
(collectively, "FOFI") about increases to the Trust's net operating
cash from activities and revenues, each of which are subject to the
same assumptions, risk factors, limitations, and qualifications as
set forth above. Readers are cautioned that the assumptions used in
the preparation of such information, although considered reasonable
at the time of preparation, may prove to be imprecise and, as such,
undue reliance should not be placed on FOFI and forward-looking
statements. Alaris' actual results, performance or achievement
could differ materially from those expressed in, or implied by,
these forward-looking statements and FOFI, or if any of them do so,
what benefits the Trust will derive therefrom. The Trust has
included the forward-looking statements and FOFI in order to
provide readers with a more complete perspective on Alaris’ future
operations and such information may not be appropriate for other
purposes. Alaris disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Readers are cautioned not to place undue
reliance on any forward-looking information contained in this news
release as a number of 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.
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