The Real Brokerage Renews Normal Course Issuer Bid, Authorizing Share Repurchases
The Real Brokerage, trading under NASDAQ: REAX, announced its Board of Directors has renewed the normal course issuer bid (NCIB), starting on May 29, 2024, and ending May 28, 2025. This renewal allows Real to repurchase up to 9,472,708 common shares, roughly 5% of its total outstanding shares as of May 1, 2024. The NCIB is part of Real's strategy to acquire shares for the settlement of vested restricted share units (RSUs) under its various incentive plans. These plans benefit designated participants, including employees, officers, and consultants. A trustee will manage share acquisitions and holdings until they are transferred to participants or sold. Purchases will occur at market price through NASDAQ and other trading systems, potentially including automated purchase plans during blackout periods.
- Real Brokerage can repurchase up to 9,472,708 shares, representing 5% of outstanding shares, potentially increasing share value.
- NCIB supports settlement of vested RSUs, benefiting employees, officers, and consultants.
- Trustee involvement ensures structured management of share acquisitions and settlements.
- Flexibility to use an automatic purchase plan during blackout periods supports continuous repurchase strategy.
- No assurance that any share repurchases under NCIB will be completed, creating uncertainty for investors.
- Potential dilution risk if new shares are issued for settlements instead of using repurchased shares.
- Market repurchase at prevailing prices could be costly if share price increases significantly.
Insights
The renewal of the normal course issuer bid (NCIB) by The Real Brokerage Inc. is noteworthy as it signifies the company's strategic decision to repurchase its own shares. This decision can be interpreted as an indication of the management's confidence in the company's future prospects and its intrinsic value. Share repurchases often lead to an increase in earnings per share (EPS) by reducing the number of shares outstanding, which can be favorable for shareholders.
However, it's important to examine the financial health of the company and whether it has sufficient
In the short term, the NCIB might provide a boost to the stock price due to reduced share supply and signals of management's confidence. In the long term, the impact will depend on the company's overall performance and how effectively it utilizes its resources to generate shareholder value.
The renewed NCIB involves several legal and regulatory considerations, particularly in terms of compliance with securities laws. The company's statement clarifies that the share repurchases will be conducted in accordance with the regulations of the NASDAQ Capital Market and alternative trading systems, ensuring transparency and adherence to market rules.
The appointment of a trustee to manage the acquisition and settlement of shares adds a layer of fiduciary oversight, which is important for protecting the interests of shareholders and ensuring accurate administration of the company's incentive plans. It's essential for investors to be aware that the actual repurchase of shares is subject to market conditions and there are no guarantees that the company will repurchase the full authorized amount.
Additionally, the clarification that this release does not constitute an offer to sell or solicitation to buy securities in the United States underscores the importance of regulatory compliance across different jurisdictions.
The NCIB authorizes Real to repurchase up to 9,472,708 of its common shares ("Common Shares"), representing approximately
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 āSettlementā). 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
About Real
Real (NASDAQ: REAX) is a real estate experience company working to make lifeās 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
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.
View source 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
Source: The Real Brokerage Inc.
FAQ
What is the Real Brokerage's NCIB renewal date for REAX?
How many shares can Real Brokerage repurchase under the renewed NCIB?
What percentage of total issued shares does the NCIB represent for REAX?
Who benefits from Real Brokerage's incentive plans for REAX?
How will purchases under the NCIB be conducted for REAX?
What is the role of the trustee in Real Brokerage's NCIB for REAX?
