Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY), a leading fintech powering instant payout and digital banking solutions for the gig workforce, today announced that it intends to file with the Toronto Stock Exchange (“TSX”) a notice of intention to commence a normal course issuer bid (“NCIB”) for its Class A Common Shares (“Shares”). If accepted by the TSX, the Company would be permitted under the NCIB to purchase for cancellation, through the facilities of the TSX and all available Canadian markets and alternative trading platforms, up to 5% of the issued and outstanding Shares for a period of 12 months after the NCIB commences. Subject to TSX acceptance, Payfare currently anticipates the NCIB to commence on or about March 28, 2022, and in any event, at least two trading days after TSX acceptance of the NCIB. The exact amount of Shares subject to the NCIB will be determined on the date of acceptance of the notice of intention by the TSX.
All Shares purchased by the Company under the NCIB will be purchased at prevailing market prices in accordance with the rules and policies of the TSX and applicable securities laws. The actual number of Shares that may be purchased, and the timing of any such purchases, will be determined by the Company, subject to the applicable terms and limitations of the NCIB (including any automatic share purchase plan adopted in connection therewith). All Shares acquired by the Company under the NCIB will be cancelled.
Although the Company has a present intention to acquire Shares pursuant to the NCIB, the Company will not be obligated to make any purchases and purchases may be suspended by the Company at any time. The Company reserves the right to terminate the NCIB earlier if it feels it is appropriate to do so.
In connection with the NCIB, the Company intends to enter into an automatic share purchase plan with its designated broker to allow for purchases of its Shares during certain pre-determined black-out periods, subject to parameters as to price and number of Shares. Outside of these pre-determined black-out periods, Shares will be purchased in accordance with management’s discretion, subject to applicable law.
The Company proposes to commence the NCIB because it believes that the market price of the Shares may not, from time to time, fully reflect their value and accordingly, the purchase of the Shares would be in the best interest of the Company and an attractive and appropriate use of available funds.
About Payfare (TSX:PAY)
Payfare is a global financial technology company powering digital banking and instant payment solutions for today’s gig workforce. Payfare partners with leading platforms and marketplaces, such as Uber, Lyft and DoorDash, to provide financial health for their workforce.
Forward-Looking Information
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects Payfare’s current expectations regarding future events as of the date hereof. Such forward-looking information may include but are not limited to statements regarding the Company’s intention to file to commence its NCIB, the timing thereof, the number of Shares which may be purchased under the NCIB and the Company’s belief that the repurchase of Shares for cancellation is an appropriate use of available funds. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Payfare’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks include the factors discussed under the “Risk Factors” section in Payfare’s final prospectus dated March 15, 2021 which is available under Payfare’s profile on SEDAR at www.sedar.com. Other factors that could cause actual results or events to differ materially include general economic and market conditions, and the delayed or non-acceptance by the TSX of the Company’s NCIB. Accordingly, readers should not place undue reliance on forward-looking information. Payfare does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
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