An anonymous director reports
TUCOWS REINSTATES $10 MILLION STOCK BUYBACK PROGRAM
Tucows Inc. has reinstated its previously announced stock
buyback program to repurchase up to $10-million (U.S.) of Tucows common
stock. The program, which initially commenced on Nov. 15, 2011, and
will end on Nov. 14, 2012, was temporarily suspended when the
company undertook its most recent Dutch auction tender, which was
completed on Jan. 20, 2012. The buyback program allows Tucows to
repurchase its shares of common stock either through the facilities of
the Toronto Stock Exchange or the New York Stock Exchange AMEX. As of Nov. 9, 2011, there
were 53,477,524 common shares outstanding, and as of Jan. 26, 2012,
the date the final results of the Dutch auction tender offer were
announced, there were 46,047,111 common shares outstanding. All shares
purchased by Tucows under this buyback program will be cancelled.
Under the buyback program, Tucows may repurchase up to 3.84 million shares
of its common stock, which amount represents approximately 10 per cent of the
public float of Tucows as of the time the buyback program was initially
commenced. For purposes of any repurchases made on the TSX, Tucows may only
purchase up to a maximum of 1,000 shares in any daily trading session,
which number represents 25 per cent of the average daily trading volume on the
TSX over the six-month period ending Oct. 31, 2011, unless the block
purchase exception is relied upon.
Prior to the suspension of the buyback program, Tucows had repurchased
23,765 shares.
The timing and exact number of common shares purchased will be at
Tucows's discretion and will depend on available cash and market
conditions. Tucows may suspend or discontinue the repurchases at any
time, including in the event Tucows would be deemed to be making an
acquisition of its own shares under Rule 13e-3 of the Securities
Exchange Act of 1934, as amended. Subject to applicable securities laws
and stock exchange rules, all purchases will occur through the open
market and may be in large block purchases. Tucows does not intend to
purchase its shares from its management team or other insiders.
While Tucows does not intend to purchase its shares from its management
team or other insiders, sales by such persons through the facilities of
the NYSE AMEX or the TSX may occur if the circumstances of any such person
or entity change or any such person or entity makes a decision
unrelated to these normal course purchases. The benefits to any such
person or entity which shares are purchased would be the same as the
benefits available to all other holders whose shares are purchased by
Tucows in connection with the normal course issuer bid.
We seek Safe Harbor.
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