Points Announces TSX Approval of Share Repurchase
August 12 2019 - 8:30AM
Points International Ltd. (TSX: PTS) (Nasdaq: PCOM) (Points or the
Company), the global leader in powering loyalty commerce, announced
today that the Toronto Stock Exchange (“TSX”) has accepted its
notice of intention to make a normal course issuer bid to
repurchase up to 679,034 of its common shares (the “Repurchase”),
representing approximately 5% of its 13,580,692 common shares
issued and outstanding as of July 31, 2019. Points has entered into
an automatic share purchase plan with a broker in order to
facilitate the Repurchase.
The primary purpose of the Repurchase is purchases for
cancellation. Under the automatic share purchase plan, Points’
broker may repurchase shares at times when Points would ordinarily
not be permitted to due to regulatory restrictions or self-imposed
blackout periods. Repurchases will be made from time-to-time at the
broker’s discretion based upon parameters prescribed by the
parties’ written agreement. Repurchases may be effected through the
facilities of the TSX, the NASDAQ Capital Market (“NASDAQ”) or
other alternative trading systems in the United States and
Canada.
All purchases of common shares will be made in accordance with
applicable securities laws and stock exchange rules of the United
States and Canada. Repurchases on NASDAQ will be at the market
price at the time of purchase in compliance with applicable
securities laws of the United States and Repurchases on the TSX
will be at the market price at the time of purchase in accordance
with the rules and policies of the TSX. Purchases may also be made
through other alternative trading systems in the United States and
Canada, or by such other means as may be permitted by the TSX,
NASDAQ and applicable law. As a result of certain rules and
policies of the TSX, subject to certain permitted exceptions, the
maximum number of shares which can be repurchased per day on the
TSX is 1,439 based on 25% of the average daily trading volume on
the TSX for the prior six months (being 5,757 shares per day).
Subject to regulatory requirements, the actual number of common
shares purchased and the timing of such purchases, if any, will be
determined by Points’ broker having regard to future price
movements and other factors, including the parameters prescribed by
the parties’ written agreement.
The Repurchase will commence on August 14, 2019 and will
terminate on August 13, 2020. Under its previous normal course
issuer bid, as of July 31, 2019, Points purchased 684,061 common
shares (out of a maximum of 710,893 common shares) with a weighted
average price of Cdn $15.73 per share through the facilities of the
TSX, NASDAQ and other alternative trading systems in the United
States and Canada. Points’ previous normal course issuer bid
commenced on August 14, 2018 and will terminate on August 13,
2019.
About Points International Ltd.Points (TSX:
PTS) (Nasdaq: PCOM) provides loyalty e-commerce and technology
solutions to the world's top brands to power innovative services
that drive increased loyalty program revenue and member engagement.
The Company has a growing network of nearly 60 global loyalty
programs integrated into its unique Loyalty Commerce Platform.
Points offers three core private or co-branded services: its
Loyalty Currency Retailing service, which retails loyalty points
and miles directly to consumers; its Platform Partners service,
which offers developers transactional access to dozens of loyalty
programs and hundreds of millions of members via a package of APIs;
and its Points Travel service, which helps loyalty programs
increase revenue from hotel bookings, while enabling members to
more effectively earn and redeem loyalty rewards. Points is
headquartered in Toronto, with offices in San Francisco and
London.
For more information, please visit company.points.com, follow
Points on Twitter (@PointsLoyalty) or read the Points blog. For
Points' financial information, visit investor.points.com.
Caution Regarding Forward-Looking
StatementsThis press release contains or incorporates
forward-looking statements within the meaning of United States
securities legislation, and forward-looking information within the
meaning of Canadian securities legislation (collectively,
"forward-looking statements"). These forward-looking statements
include, among other things, statements with respect to future
purchases of common shares under the Repurchase. These statements
are not historical facts but instead represent only Points'
expectations, estimates and projections regarding future
events.
Although Points believes the expectations reflected in such
forward-looking statements are reasonable, such statements are not
guarantees of future performance and are subject to important risks
and uncertainties that are difficult to predict. Certain material
assumptions or estimates are applied in making forward-looking
statements, and actual results may differ materially from those
expressed or implied in such statements. Undue reliance should not
be placed on such statements. Other important risk factors that
could cause actual results to differ materially include the risk
factors discussed in Points' annual information form, Form-40-F,
annual and interim management's discussion and analysis, and annual
and interim financial statements and the notes thereto. These
documents are available at www.sedar.com and www.sec.gov.
The forward-looking statements contained in this press release
are made as at the date of this release and, accordingly, are
subject to change after such date. Except as required by law,
Points does not undertake any obligation to update or revise any
forward-looking statements made or incorporated in this press
release, whether as a result of new information, future events or
otherwise.
ContactInvestor Relations Contact Sean
Mansouri, CFA or Cody Slach Gateway Investor Relations
1-949-574-3860 IR@points.com
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