Village Farms International, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) (TSX: VFF) today announced that the Toronto Stock Exchange (“TSX”) has accepted a notice filed by the Company of its intention to make a normal course issuer bid (“NCIB”).
The NCIB notice provides that Village Farms may, during the 12-month period commencing May 26, 2021 and terminating May 25, 2022, purchase up to 4,062,309 of its common shares (the “Common Shares”), representing approximately 5% of the Company’s issued and outstanding Common Shares, by way of a NCIB over the facilities of the TSX, The NASDAQ Stock Market and/or through alternative trading systems in Canada and the United States.
Village Farms believes that, from time to time, the market price of its Common Shares may not fully reflect the underlying value of its business and its future business prospects. As a result, Village Farms believes that the purchase of its outstanding Common Shares may represent an appropriate and desirable use of its available funds.
“The implementation of this NCIB does not in any way reflect a change in Village Farms’ growth plans or opportunities but simply provides the Company with a potentially attractive opportunity to prudently deploy some of our available capital,” said Michael DeGiglio, CEO, Village Farms.
As of the close of business on May 13, 2021, Village Farms had 81,246,191 outstanding Common Shares. Based on the average daily trading volume of 932,973 Common Shares during the six months ended April 30, 2021 (calculated in accordance with the rules of the TSX), daily purchases will be limited to 233,243 Common Shares, other than block purchase exceptions.
Decisions regarding the timing of future purchases of Common Shares will be based on market conditions, price of the Common shares and other factors. Village Farms may elect to suspend or discontinue its NCIB at any time. Common Shares purchased under the NCIB will be cancelled. Village Farms has not purchased any of its Common Shares during the last twelve months.
Repurchases will be subject to compliance with applicable United States federal securities laws, including Rule 10b-18 under the United States Securities Exchange Act of 1934, as amended, as well as applicable Canadian securities laws.
From time to time, when the Company does not possess material non-public information about itself or its securities, it may enter into automatic repurchase plans with its broker to allow for the repurchase of common shares, subject to certain trading parameters, at times when it ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Any such plans entered into with a broker will be adopted in accordance with applicable Canadian and U.S. securities laws, including the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended. Outside of these periods, common shares may be repurchased in accordance with management’s discretion, subject to applicable law.
