Caldwell Announces TSX Approval of Normal Course Issuer Bid

Rhea-AI Summary

Caldwell Partners (TSX:CWL)(OTCQX:CWLPF) has received TSX approval for a normal course issuer bid (NCIB) to repurchase up to 2,370,191 common shares, representing 10% of the public float, between January 29, 2025, and January 28, 2026. The daily purchase limit is set at 2,300 shares, with block purchases allowed weekly.

The company has implemented an Automatic Securities Purchase Plan (ASPP) with a designated broker to facilitate purchases during blackout periods. The share buyback will be financed through working capital, with purchases made at prevailing market prices through the TSX or Canadian alternative trading systems.

The Board believes the company's value may not be accurately reflected in the share price and aims to enhance long-term shareholder value through the buyback while mitigating potential dilution from future share issuances. As of January 15, 2025, Caldwell had 29,558,932 common shares outstanding.

Positive

• Authorization to repurchase 10% of public float (2,370,191 shares)
• Implementation of ASPP enabling purchases during blackout periods
• Program aimed at enhancing shareholder value and reducing dilution

Negative

• None.

TORONTO, ON / ACCESS Newswire / January 27, 2025 / Talent acquisition firm The Caldwell Partners International Inc. ("Caldwell" or the "Company") (TSX:CWL)(OTCQX:CWLPF) announces that the Toronto Stock Exchange (the "TSX") has accepted Caldwell's notice to make a normal course issuer bid (the "Bid") to purchase for cancellation up to 2,370,191 common shares in the capital of the Company ("Common Shares") in total, being 10% of the public float of 23,701,905 Common Shares as at January 15, 2025, to be transacted through the facilities of the TSX or through a Canadian alternative trading system, at prevailing market prices or as otherwise permitted. The actual number of Common Shares that may be purchased pursuant to the Bid will be determined by management and the Investment Committee of the Board of Directors of the Company ("Management"). The Bid will commence on January 29, 2025 and will terminate on January 28, 2026, or such earlier time as the Bid is completed or terminated at the option of Caldwell.

Purchases pursuant to the Bid will be made by Beacon Securities Ltd. on behalf of the Company. Decisions regarding the timing of purchases under the Bid will be determined by Management based on market conditions, share price and other factors. Management may elect to suspend or discontinue the Bid at any time. Any purchases pursuant to the Bid will be financed from the working capital of Caldwell.

In accordance with the rules of the TSX governing normal course issuer bids, the total number of Common Shares the Company is permitted to purchase is subject to a daily purchase limit of 2,300 Common Shares, representing 25% of the average daily trading volume of Common Shares on the TSX calculated for the six-month period ended December 31, 2024, being approximately 9,201 Common Shares. However, the Company may make one block purchase per calendar week which exceeds the daily repurchase restriction. The price that Caldwell will pay for any Common Shares under the Bid will be the prevailing market price on the TSX at the time of such purchase. Outside of pre-determined blackout periods, Common Shares may be purchased under the Bid based on management's discretion, in compliance with TSX rules and applicable securities laws.

The Board of Directors of Caldwell believes that the underlying value of the Company may not be accurately reflected at times in the market price of the Common Shares. Accordingly, the purpose of the Bid is to enhance long-term shareholder value through the purchase and cancellation of Common Shares at a discount to the underlying value of the Company. Furthermore, the purchases by Caldwell will help mitigate the dilutive effects of any future potential issuances of additional Common Shares.

A copy of the Form 12 (Notice of Intention to Make a Normal Course Issuer Bid) filed with the TSX in connection with the Bid can be obtained from the Company upon request without charge.

As of the close of business on January 15, 2025 (being three business days immediately preceding Caldwell's aforementioned notice to the TSX regarding the Bid), the Company had 29,558,932 Common Shares issued and outstanding.

Automatic Securities Purchase Plan

In connection with the NCIB, the Company has entered into an Automatic Securities Purchase Plan ("ASPP") with a designated broker. The ASPP is intended to allow for the purchase of Common Shares under the NCIB when the Company would ordinarily not be permitted to purchase Common Shares due to regulatory restrictions and customary self-imposed blackout periods.

Pursuant to the ASPP, the Company has provided instructions to the designated broker to make purchases under the NCIB in accordance with the terms of the ASPP, which may not be varied or suspended during the term of the ASPP unless done so in accordance with the ASPP. Such purchases will be determined by the designated broker at its sole discretion based on purchasing parameters set by the Company in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. Common Shares will be purchased through the facilities of the TSX or through a Canadian alternative trading system.

Outside of pre-determined blackout periods, Common Shares may be purchased under the NCIB based on management's discretion, in compliance with TSX rules and applicable securities laws. All purchases made under the ASPP will be included in computing the number of Common Shares purchased under the NCIB. Decisions regarding the timing of purchases under the NCIB will be determined by management of the Company based on market conditions, Common Share price and other factors. Management may elect to not purchase any Common Shares under the NCIB, or may elect to suspend or discontinue the NCIB at any time.

About Caldwell Partners

Caldwell Partners is a technology-powered talent acquisition firm specializing in recruitment at all levels. Through two distinct brands - Caldwell and IQTalent - the firm leverages the latest innovations in AI to offer an integrated spectrum of services delivered by teams with deep knowledge in their respective areas. Services include candidate research and sourcing through to full recruitment at the professional, executive and board levels, as well as a suite of talent strategy and assessment tools that can help clients hire the right people, then manage and inspire them to achieve maximum business results.

Caldwell Partners' common shares are listed on The Toronto Stock Exchange (TSX: CWL) and trade on the OTCQX Market (OTCQX: CWLPF). Please visit our website at www.caldwell.com for further information.

Forward-Looking Statements

Forward-looking statements in this document are based on current expectations subject to the significant risks and uncertainties cited. These forward-looking statements generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "may," "will," "likely," "estimates," "potential," "continue" or other similar words or phrases. All statements, other than statements of historical fact, may be considered to be or include forward-looking information. This news release contains forward-looking information regarding, among other things, the number of Common Shares to be purchased pursuant to the launch of the Bid and the anticipated benefits of the Bid, including the enhancement of long term shareholder value.

We are subject to many factors that could cause our actual results to differ materially from those contemplated by the relevant forward looking statement including, but not limited to, the impact of pandemic diseases, our ability to attract and retain key personnel; exposure to our partners taking our clients with them to another firm; the performance of the US, Canadian and international economies; risks related to deposit-taking institutions; foreign currency exchange rate fluctuations; competition from other companies directly or indirectly engaged in talent acquisition; cybersecurity requirements, vulnerabilities, threats and attacks; damage to our brand reputation; our ability to align our cost structure to changes in our revenue; liability risk in the services we perform; potential legal liability from clients, employees and candidates for employment; reliance on software that we license from third parties; reliance on third-party contractors for talent acquisition support; the classification of third-party labour as contractors versus employee relationships; our ability to successfully recover from a disaster or other business continuity issues; adverse governmental and tax law rulings; successfully integrating or realizing the expected benefits from our acquisitions, adverse operating issues from acquired businesses; volatility of the market price and trading volume of our common shares; technological advances may significantly disrupt the labour market and weaken demand for human capital at a rapid rate; affiliation agreements may fail to renew or affiliates may be acquired; the impact on profitability from marketable securities valuation fluctuations; increasing dependence on third parties for the execution of critical functions; our ability to generate sufficient cash flow from operations to support our growth and fund any dividends; potential impairment of our acquired goodwill and intangible assets; and disruption as a result of actions of certain stockholders or potential acquirers of the Company. For more information on the factors that could affect the outcome of forward-looking statements, refer to the "Risk Factors" section of our Annual Information Form and other public filings (copies of which may be obtained at www.sedar.com). These factors should be considered carefully, and the reader should not place undue reliance on forward-looking statements. Although any forward-looking statements are based on what management currently believes to be reasonable assumptions, we cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements. Management's assumptions may prove to be incorrect. Except as required by Canadian securities laws, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.

The forward-looking information set forth herein reflects the Company's reasonable expectations as of the day immediately preceding Caldwell's notice to the TSX and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

For further information, please contact:

Chris Beck, Chief Executive Officer
cbeck@caldwell.com
+1 (617) 934-1843

Shreya Lathia, Vice President and Chief Financial Officer
slathia@caldwell.com
+1 (416) 934-2241

SOURCE: Caldwell Partners International, Inc.

View the original press release on ACCESS Newswire

FAQ

How many shares can Caldwell (CWLPF) repurchase under the new NCIB program?

Caldwell can repurchase up to 2,370,191 common shares, representing 10% of the public float of 23,701,905 shares.

When does Caldwell's (CWLPF) 2025 share buyback program start and end?

The share buyback program begins on January 29, 2025, and ends on January 28, 2026, unless completed or terminated earlier.

What is the daily purchase limit for Caldwell's (CWLPF) 2025 NCIB?

The daily purchase limit is 2,300 common shares, representing 25% of the average daily trading volume, with one block purchase allowed per week that can exceed this limit.

How will Caldwell (CWLPF) finance the 2025 share buyback program?

The share buyback program will be financed from Caldwell's working capital.

What is the purpose of Caldwell's (CWLPF) Automatic Securities Purchase Plan?

The ASPP allows Caldwell to purchase shares during regulatory restrictions and self-imposed blackout periods when it would normally not be permitted to do so.