Toronto, Ontario – (October 10, 2024) – Dexterra Group Inc. (TSX: DXT) (“Dexterra”) is pleased to announce that the Toronto Stock Exchange (“TSX”) has approved Dexterra’s notice of intention to amend its previously announced normal course issuer bid (« NCIB ») that commenced on May 23, 2024 and expires on May 22, 2025, increasing the maximum number of common shares that may be acquired under the NCIB to 3,207,361 or approximately 5.0% of Dexterra’s issued and outstanding common shares as of May 16, 2024. As described below, Fairfax Financial Holdings Limited and its subsidiaries (collectively, “Fairfax”) will be permitted to maintain its proportionate interest in Dexterra through the end of 2024. The increase is effective October 16, 2024 and allows for the repurchase and cancellation of an additional 3,041,761 common shares, including Fairfax shares repurchased. Previously under the current NCIB, Dexterra repurchased and cancelled 165,600 common shares.
In addition to providing shareholders liquidity, Dexterra believes that the common shares have been trading in a price range which does not adequately reflect their value in relation to Dexterra’s business and its future prospects. Dexterra further believes that the purchase of the common shares through the NCIB, at appropriate times, can constitute an attractive investment.
Pursuant to the terms of the NCIB, commencing on May 23, 2024 and expiring on May 22, 2025, Dexterra may purchase its own common shares for cancellation through the facilities of the TSX or alternative Canadian trading systems, in accordance with the applicable requirements, and as otherwise permitted under applicable securities laws. Effective October 16, 2024, the maximum number of common shares which may be purchased by Dexterra during the NCIB will not exceed 3,207,361 common shares being approximately 5.0% of 64,147,229 (representing the number of issued and outstanding common shares as of May 16, 2024). The average daily trading volume (the “ADTV”) of the common shares on the TSX for the six-month period ended April 30, 2024was 29,334common shares excluding purchases under the NCIB. Under the rules of the TSX, Dexterra is entitled to repurchase during the same trading day on the TSX up to 25% of the ADTV of the common shares, being 7,333common shares, except where such purchases are made in accordance with the “block purchase” exemption under applicable TSX policy and purchases from Fairfax as described below.
Fairfax currently holds approximately 49.67% of Dexterra’s issued and outstanding common shares. Dexterra will be permitted to purchase its common shares from Fairfax from October 16, 2024 through December 31, 2024 in accordance with an exemption granted by the TSX pursuant to its rules, regulations and policies in connection with the NCIB in order for Fairfax to maintain its proportionate percentage ownership. The maximum number of common shares that may be purchased pursuant to the NCIB will be reduced by the number of common shares purchased from Fairfax. Fairfax’s participation in NCIB has been arranged in order to keep its proportionate common share ownership below 50% thereby allowing Dexterra to maintain certain tax losses that Dexterra expects to utilize by the end of 2024.
Purchases from Fairfax will be made by way of put-through on the TSX or other published market by Dexterra’s broker pursuant to an automatic share disposition plan agreement (the “ASDP”) entered into among Dexterra’s broker, Dexterra and Fairfax, and, in the case of all transactions on the TSX, during the TSX’s Special Trading Session. Purchases from Fairfax will be made on days, as required by the ASDP, that Dexterra makes a purchase from other shareholders under the NCIB. In the event that Fairfax does not sell Dexterra common shares on any day as required by the terms of the ASDP (other than as a result of a market disruption event), the TSX exemption will cease to apply and Dexterra will not be permitted to make any further purchases from Fairfax under the terms of the NCIB. The ASDP will expire no later than December 31, 2024.
Dexterra also announces that its automatic share purchase plan (the “ASPP”) with a designated broker will continue to allow for the purchase of its common shares under its NCIB, including from Fairfax, at times when Dexterra normally would not be active in the market due to applicable regulatory restrictions or internal trading black-out periods. Before the commencement of any particular internal trading black-out period, Dexterra may, but is not required to, instruct its designated broker to make purchases of the common shares under the NCIB, including from Fairfax, during the ensuing black-out period in accordance with the terms of the ASPP. Such purchases will be determined by the broker in its sole discretion based on parameters established by Dexterra prior to commencement of the applicable black-out period in accordance with the terms of the ASPP, the ASDP and applicable TSX rules. Outside of these black-out periods, common shares will be purchasable by Dexterra at its discretion under its NCIB, other than as contemplated in the ASDP.
The amended NCIB and ASPP will terminate on the earliest of the date on which: (a) the maximum annual purchase limit under the NCIB has been reached; (b) the NCIB expires; or (c) Dexterra terminates the ASPP in accordance with its terms. The ASPP constitutes an “automatic securities purchase plan” under applicable Canadian securities laws.
About Dexterra
Dexterra employs over 9,000 people, delivering a range of support services for the creation, management, and operation of infrastructure across Canada and the U.S.
Powered by people, Dexterra brings best-in-class regional expertise to every challenge and delivers innovative solutions, giving clients confidence in their day-to-day operations. Activities include a comprehensive range of integrated facilities management services, industry-leading workforce accommodation solutions, and other support services for diverse clients in the public and private sectors.
For further information contact:
Denise Achonu, CFO
Head office: Airway Centre, 5925 Airport Rd., Suite 1000
Mississauga, Ontario L4V 1W1
Telephone: (905) 270-1964
You can also visit our website at dexterra.com.
Forward-Looking Information
Certain statements contained in this news release may constitute forward-looking information under applicable securities law. Forward-looking information may relate to Dexterra’s future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as “continue”; “forecast”; “may”; “will”; “project”; “could”; “should”; “expect”; “plan”; “anticipate”; “believe”; “outlook”; “target”; “intend”; “estimate”; “predict”; “might”; “potential”; “continue”; “foresee”; “ensure” or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the timing, methods and quantity of any purchases under the NCIB and maintenance and utilization of tax losses are forward-looking statements. These statements are based on certain factors and assumptions, including Dexterra’s views with respect to its financial condition and prospects, the stability of general economic and market conditions, currency exchange rates and interest rates, the availability of cash for repurchases of common shares under the NCIB, the existence of alternative uses for Dexterra’s cash resources and compliance with applicable laws and regulations pertaining to the NCIB, which Dexterra believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to Dexterra, they may prove to be incorrect. Forward-looking information is also subject to certain known and unknown risks, uncertainties and other factors that could cause Dexterra’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking information, including, but not limited to: the ability to retain clients, renew existing contracts and obtain new business; an outbreak of contagious disease that could disrupt its business; the highly competitive nature of the industries in which Dexterra operates; reliance on suppliers and subcontractors; cost inflation; volatility of industry conditions could impact demand for its services; a reduction in the availability of credit could reduce demand for Dexterra’s products and services; Dexterra’s significant shareholder may substantially influence its direction and operations and its interests may not align with other shareholders; its significant shareholder’s 49% ownership interest may impact the liquidity of the common shares; cash flow may not be sufficient to fund its ongoing activities at all times; loss of key personnel; the failure to receive or renew permits or security clearances; significant legal proceedings or regulatory proceedings/changes; environmental damage and liability is an operating risk in the industries in which Dexterra operates; climate changes could increase Dexterra’s operating costs and reduce demand for its services; liabilities for failure to comply with public procurement laws and regulations; any deterioration in safety performance could result in a decline in the demand for its products and services; failure to realize anticipated benefits of acquisitions and dispositions; inability to develop and maintain relationships with Indigenous communities; the seasonality of Dexterra’s business; inability to restore or replace critical capacity in a timely manner; reputational, competitive and financial risk related to cyber-attacks and breaches; failure to effectively identify and manage disruptive technology; economic downturns can reduce demand for Dexterra’s services; its insurance program may not fully cover losses. Additional risks and uncertainties are described in Note 22 of the Corporation’s Consolidated Financial Statements for the year ended December 31, 2023 and 2022 contained in its most recent Annual Report filed with securities regulatory authorities in Canada and available on SEDAR+ at sedarplus.ca. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Dexterra is under no obligation and does not undertake to update or alter this information at any time, except as may be required by applicable securities law.
