DIRTT Environmental Solutions Ltd. (TSX: DRT; OTC: DRTTF) ("DIRTT"
or the "Company"), a leader in industrialized construction,
announced today that the Toronto Stock Exchange ("TSX") has
accepted DIRTT's notice of intention to make a normal course issuer
bid (the "NCIB") for common shares in the capital of DIRTT ("common
shares"). The NCIB is expected to commence on December 20, 2024 and
terminate on December 19, 2025.
Under the NCIB, DIRTT is permitted to acquire up
to 7,515,233 common shares, which represents approximately 3.89% of
the issued and outstanding common shares as of December 9, 2024
being 193,406,836 common shares. Except as permitted under the TSX
rules, DIRTT will not purchase more than 14,739 common shares on
any given trading day. The daily purchase limit for the common
shares is approximately 25% of 58,956 common shares, being the
average daily trading volume of the common shares on the TSX for
the six most recently completed calendar months. All purchases will
be made on the open market through the facilities of the TSX and/or
alternative Canadian trading systems, at the market price of such
common shares at the time of acquisition. Any common shares
acquired through the NCIB will be immediately cancelled. The board
of directors of DIRTT believes that from time to time, the market
price of the common shares may be such that their purchase may be
an attractive and appropriate use of corporate funds and be
advantageous to, all remaining shareholders of DIRTT. Management's
decisions regarding any common share repurchases will be based on
market conditions, the market price of the common shares, and other
factors.
DIRTT has not purchased any common shares under
a normal course issuer bid in the past 12 months. While no common
shares have been purchased by DIRTT under a normal course issuer
bid within the past 12 months, the TSX approved a normal course
issuer bid for the purchase by DIRTT of its 6.00% convertible
unsecured subordinated debentures due January 31, 2026 (DRT.DB)
("January Debentures") and its 6.25% convertible unsecured
subordinated debentures due December 31, 2026 (DRT.DB.A) ("December
Debentures" and together with the January Debentures, the
"Debentures") on August 26, 2024 and such normal course issuer bid
commenced on August 28, 2024. All purchases of the January
Debentures and December Debentures were made on the open market
through the facilities of the TSX and alternative Canadian trading
systems. A maximum of $1,664,200 principal amount of January
Debentures and a maximum of $1,558,700 principal amount of December
Debentures have been sought and approved for purchase by DIRTT
pursuant to such normal course issuer bid. As of December 9, 2024,
$339,000 principal amount of December Debentures, at a weighted
average price paid of $85.69 per $1,000 of face value of the
December Debentures, have been purchased by DIRTT pursuant to such
normal course issuer bid within the past 12 months. As of December
9, 2024, $15,000 principal amount of January Debentures, at a
weighted average price paid of $89.80 per $1,000 of face value of
the January Debentures, have been purchased by DIRTT pursuant to
such normal course issuer bid within the past 12 months.
In connection with the NCIB, DIRTT expects to
enter into an issuer repurchase plan agreement ("IRPA") and an
automatic repurchase plan agreement ("ARPP") in relation to
purchases made under the NCIB. The IRPA and ARPP have been
pre-cleared by the TSX and are expected to be implemented on
December 20, 2024. The ARPP is intended to facilitate repurchases
of common shares under the NCIB at times when DIRTT would
ordinarily not be permitted to make purchases due to regulatory
restriction or customary self-imposed blackout periods. Before the
commencement of any particular trading black-out period, and
provided that DIRTT is not in possession of material non-public
information about itself or its securities, DIRTT may, but is not
required to, instruct its designated broker to make purchases of
common shares under the NCIB during the ensuing black-out period in
accordance with the terms of the ARPP. The timing and amount of
such purchases will be determined by the designated broker at its
sole discretion based on the purchasing parameters set by DIRTT and
in accordance with the rules of the TSX, applicable securities laws
and the terms of the ARPP. All purchases of common shares made
under the IRPA and ARPP will be included in determining the
aggregate number of common shares purchased under the NCIB. If
adopted, the ARPP will constitute an "automatic securities purchase
plan" under applicable Canadian securities law, and will be adopted
in accordance with applicable U.S. securities laws, including the
requirements of Rule 10b5-1 under the U.S. Securities Exchange Act
of 1934. Outside of pre-determined blackout periods, common shares
may be purchased under the NCIB based on management's discretion,
subject to TSX rules and applicable securities laws in Canada and
the United States.
ABOUT DIRTT
DIRTT is a leader in industrialized
construction. DIRTT's system of physical products and digital tools
empowers organizations, together with construction and design
leaders, to build high-performing, adaptable, interior
environments. Operating in the workplace, healthcare, education,
and public sector markets, DIRTT's system provides total design
freedom, and greater certainty in cost, schedule, and outcomes.
DIRTT's interior construction solutions are designed to be highly
flexible and adaptable, enabling organizations to easily
reconfigure their spaces as their needs evolve. Headquartered in
Calgary, AB Canada, DIRTT trades on the Toronto Stock Exchange
under the symbol "DRT".
FOR FURTHER INFORMATION, PLEASE CONTACT
DIRTT Investor Relations
at ir@dirtt.com
FORWARD-LOOKING STATEMENTS
Certain statements contained in this news
release are "forward-looking statements" within the meaning of
"safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 and Section 21E of the Securities
Exchange Act of 1934 and "forward-looking information" within the
meaning of applicable Canadian securities laws. All statements,
other than statements of historical fact included in this news
release are forward-looking statements. When used in this news
release, the words "anticipate," "expect," "intend," "may," "will,"
"should," "would," "could," "can," the negatives thereof,
variations thereon and other similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain such identifying words. In
particular, and without limitation, this news release contains
forward-looking information pertaining to the NCIB, the amount of
common shares to the acquired under the NCIB, the method of
purchase, price and cancellation of common shares, reasons for and
benefits of any purchases made under the NCIB, and the anticipated
implementation of the IRPA and ARPP.
Forward-looking statements are based on certain
estimates, beliefs, expectations, and assumptions made in light of
management's experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors that may be appropriate. Forward-looking statements
necessarily involve unknown risks and uncertainties, which could
cause actual results or outcomes to differ materially from those
expressed or implied in such statements. Due to the risks,
uncertainties, and assumptions inherent in forward-looking
information, you should not place undue reliance on forward-looking
statements. Factors that could have a material adverse effect on
our business, financial condition, results of operations and growth
prospects include, but are not limited to, risks described under
the section titled "Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2023, and in our subsequently filed
Quarterly Reports on Form 10-Q and also in the Company's other
continuous disclosure filings available under the Company's profile
on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Our past
results of operations are not necessarily indicative of our future
results. You should not rely on any forward-looking statements,
which represent our beliefs, assumptions and estimates only as of
the dates on which they were made, as predictions of future events.
We undertake no obligation to update these forward-looking
statements, even though circumstances may change in the future,
except as required under applicable securities laws. We qualify all
of our forward-looking statements by these cautionary
statements.
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