Ms. Carmela Antolino reports
DYE & DURHAM PROVIDES UPDATE ON ANNUAL FILINGS
Dye & Durham Ltd. has applied to the Ontario Securities Commission, its principal regulator, for a temporary management cease trade order under National Policy 12-203 (Management Cease Trade Orders). If granted, the MCTO would apply only to certain company insiders and would not restrict trading by other shareholders or investors.
The application has been made because the company anticipates that it will be unable to file its audited consolidated financial statements for the fiscal year ended June 30, 2025, along with the related management's discussion and analysis, and chief executive officer and chief financial officer certificates, by the Sept. 29, 2025, filing deadline.
The timing delay relates to an issuer-oriented review letter received from the OSC on July 30, 2025. The review letter includes questions concerning the level at which the company tests goodwill for impairment and certain purchase accounting disclosures in the company's consolidated audited financial statements for the year ended June 30, 2024. Dye & Durham is working with its advisers and its auditor to respond to the review letter and confirm what impact it may have on the company's consolidated audited financial statements for the year ended June 30, 2025. Importantly, at this time, the company does not expect any impact to its previously reported results, including cash or adjusted earnings before interest, taxes, depreciation and amortization.
Preparation of the annual financial statements and audit work are continuing in parallel with the OSC review process to allow the company to file the annual filings as soon as possible following completion of the OSC review process.
If the annual filings are not completed by the deadline, the company would be in technical default of its reporting obligations under its senior debt. The company expects that any such default could be resolved within the applicable cure period and has pro-actively engaged with its lenders to secure a waiver in advance.
If an MCTO is granted, Dye & Durham will follow the alternative information guidelines under NP 12-203, which include providing biweekly status updates by way of a news release until the annual filings are made. The company will also issue an update if the MCTO is granted, not granted or withdrawn.
About Dye & Durham Ltd.
Dye & Durham provides premier practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions, and enables the essential payment infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, Australia and South Africa.
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