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TORONTO, Dec. 9, 2022
/CNW/ - Roots Corporation ("Roots," "Roots Canada" or the
"Company") (TSX: ROOT) today announced that the Toronto Stock
Exchange (the "TSX") has accepted a notice filed by Roots of its
intention to commence a Normal Course Issuer Bid ("NCIB") for its
Common Shares through the facilities of the TSX (or other
alternative Canadian trading systems). Purchases will be made in
accordance with the rules and policies of the TSX and Common Shares
purchased will be cancelled.
The notice provides that the Roots board of directors has
approved the purchase on the TSX, during the period commencing
December 16, 2022 and ending
December 15, 2023, of up to 2,119,667
Common Shares representing approximately 10% of Roots public float
of 21,196,677 Common Shares as at December
2, 2022. As at December 2,
2022, Roots had outstanding 41,716,564 Common Shares. Under
the bid, Roots may purchase up to 4,806 Common Shares on the TSX
(or other alternative Canadian trading systems) during any trading
day, which represents 25% of the average daily trading volume on
the TSX for the prior six months (being 19,225 Common Shares), all
as calculated in accordance with the rules of the TSX. This
limitation does not apply to purchases made pursuant to block
purchase exemptions.
Roots is making this NCIB because it believes that in
appropriate circumstances its Common Shares represent an attractive
investment opportunity and that purchases under the bid will
enhance the value of the Common Shares held by the remaining
shareholders.
Pursuant to its existing NCIB, ending December 15, 2022, Roots sought and received
approval from the TSX to purchase up to 2,172,928 Common Shares,
and has purchased to date 581,743 Common Shares during the last
twelve months through open market purchases on the TSX (and other
alternative Canadian trading systems) at a volume weighted average
price per share of C$3.27.
Roots also announced that it has entered into an automatic share
purchase plan (the "ASPP") with a designated broker to allow for
the purchase of its Common Shares under its NCIB at times when
Roots 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, Roots may, but is not required to, instruct its
designated broker to make purchases of Common Shares under the NCIB
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 Roots prior to
commencement of the applicable black-out period in accordance with
the terms of the ASPP and applicable TSX rules. Outside of these
black-out periods, Common Shares will be purchasable by Roots at
its discretion under its NCIB.
The ASPP is dated December 9, 2022
and will terminate on the earliest of the date on which: (a) the
maximum annual purchase limit in respect of the Common Shares under
the NCIB has been reached; (b) the NCIB expires; or (c) Roots
terminates the ASPP in accordance with its terms. The ASPP
constitutes an "automatic securities purchase plan" under
applicable Canadian securities laws.
About Roots
Established in 1973, Roots is a global lifestyle brand. Starting
from a small cabin in northern Canada, Roots has become a global brand with
over 100 corporate retail stores in Canada, two stores in the United States, and an eCommerce platform,
www.roots.com. We have more than 100 partner-operated stores in
Asia, and we also operate a
dedicated Roots-branded storefront on Tmall.com in China. We design, market, and sell a broad
selection of products in different departments, including women's,
men's, children's, and gender-free apparel, leather goods,
footwear, and accessories. Our products are built with
uncompromising comfort, quality, and style that allows you to feel
at home with nature. We offer products designed to meet life's
everyday adventures and provide you with the versatility to live
your life to the fullest. We also wholesale through
business-to-business channels and license the brand to a select
group of licensees selling products to major retailers. Roots
Corporation is a Canadian corporation doing business as "Roots" and
"Roots Canada".
Forward-Looking
Information
Certain information in this press release contains
forward-looking information. This information is based on
management's reasonable assumptions and beliefs in light of the
information currently available to us and is made as of the date of
this press release. Actual results and the timing of events may
differ materially from those anticipated in the forward-looking
information as a result of various factors. Information regarding
our expectations of future results, performance, achievements,
prospects or opportunities or the markets in which we operate is
forward-looking information. Statements containing forward-looking
information are not facts but instead represent management's
expectations, estimates and projections regarding future events or
circumstances. Many factors could cause our actual results, level
of activity, performance or achievements or future events or
developments to differ materially from those expressed or implied
by the forward-looking statements.
See "Forward-Looking Information" and "Risk Factors" in the
Company's current Annual Information Form for a discussion of the
uncertainties, risks and assumptions associated with these
statements. Readers are urged to consider the uncertainties, risks
and assumptions carefully in evaluating the forward-looking
information and are cautioned not to place undue reliance on such
information. We have no intention and undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable securities law.
SOURCE Roots Corporation