Atrium Mortgage Investment Corporation Announces Normal Course Issuer Bid
Toronto, Ontario–(Newsfile Corp. – June 16, 2022) – Atrium Mortgage Investment Corporation (TSX: AI) (TSX: AI.DB.C) (TSX: AI.DB.D) (TSX: AI.DB.E ) (TSX: AI.DB.F) (TSX: AI.DB.G) (“Atrium“) announced today that the Toronto Stock Exchange (the “TSX“) has accepted a notice filed by Atrium of its intention to make a normal course issuer bid (the “ORCN“) in respect of its outstanding common shares.
The Notice provides that Atrium may, during the 12-month period beginning on June 24, 2022 and ending no later than June 23, 2023, purchase through the facilities of the TSX, other designated exchanges and/or other Canadian trading systems up to 3,000,000 Common Shares in aggregate, or 7.3% of the “public float” of Common Shares as of June 13, 2022. The price Atrium will pay for any Common Share will be the market price at the time of acquisition. During the term of this OPRC, Atrium may make purchases under the OPRC by means of open market operations. The actual number of common shares that may be purchased under the issuer bid and the timing of such purchases will be determined by Atrium’s senior management. The average daily trading volume from December 1, 2021 to May 31, 2022 was 39,239 common shares. Daily purchases under the issuer bid will generally be limited to 9,809 common shares, other than bulk purchases. All shares purchased by Atrium under the public tender offer will be cancelled.
As of June 13, 2022, there were 42,996,918 common shares of Atrium outstanding and the public float was 41,181,600 common shares.
Atrium may purchase its Common Shares, from time to time, if it believes that the market price of its Common Shares is attractive and that the purchase would be an appropriate use of Company funds and in the best interests of Atrium.
As part of the OPRCA, Atrium entered into an automatic share purchase plan (“ASPP“) from a Designated Broker to facilitate the purchase of Common Shares pursuant to the Issuer Bid, including at times when Atrium would not normally be permitted to purchase its Common Shares due to regulatory restrictions or self-imposed blackout periods. During blackout or blackout periods, purchases under the ESAP will be determined by the Designated Broker in its sole discretion based on purchase parameters established by Atrium in accordance with the Rules. of the TSX, applicable securities laws and the terms of the SEAP. The timing and amount of purchases under the issuer bid will be determined by Atrium’s senior management. The SEAP has been pre- approved by the TSX and will become effective on June 24, 2022, concurrently with the start of the tender offer All purchases made under the offer The ASPP will be included in the calculation of the number of common shares ac held under the public buyback offer.
First non-bank lender in Canada™
Atrium is a non-bank provider of residential and commercial mortgages that lends in major urban centers across Canada where real estate stability and liquidity is high. Atrium’s objectives are to provide its shareholders with stable and secure dividends and to preserve equity by lending within prudent risk parameters.
Atrium is a mortgage investment company (MIC) as defined in the income tax law (Canada), is therefore not taxed on income provided that its taxable income is paid to its shareholders in the form of dividends within 90 days of December 31 of each year. These dividends are generally treated by shareholders as interest income, so that each shareholder is in the same position as if the mortgage investments made by the company had been made directly by the shareholder. For more information, please see the regulatory filings available at www.sedar.com or Atrium’s website at www.atriummic.com.
This press release contains statements that constitute “forward-looking statements” within the meaning of applicable securities laws, including, but not limited to, statements relating to future purchases of common stock under the issuer bid, including in accordance with the ASPP. Much of this information can be identified by words such as “expect”, “expected”, “will”, “estimated” or similar expressions suggesting future results or events. Atrium believes that the expectations reflected in such forward-looking statements are reasonable, but there can be no assurance that such expectations will prove to be correct and undue reliance should not be placed on such forward-looking statements.
Forward-looking statements are based on current information and expectations that involve a number of risks and uncertainties, which could cause actual results or events to differ materially from those anticipated. These risks include, but are not limited to, risks associated with Atrium’s financial condition and prospects; stability of general economic and market conditions; interest rate; the availability of cash for repurchases of outstanding common shares under the issuer bid; the existence of other uses of Atrium’s cash resources which may be greater than the realization of repurchases within the framework of the public repurchase offer; compliance by third parties with their contractual obligations; compliance with applicable laws and regulations relating to OPNA and ASPP; and other risks relating to Atrium’s business, including those identified in Atrium’s Annual Information Form for the year ended December 31, 2021 under the heading “Risk Factors” (a copy of which may be obtained at www. sedar.com) and subsequent filings. The forward-looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements contained in this press release are qualified by these cautionary statements. Except as required by applicable securities laws, we neither intend nor undertake any obligation to update or revise the forward-looking statements contained in this press release to reflect information, subsequent events, results or circumstances or otherwise.
For more information, please contact
Robert G. Goodall
President and CEO
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