Ms. Sophia Bisoukis reports
SPIN MASTER ANNOUNCES TSX ACCEPTANCE OF NORMAL COURSE ISSUER BID
The Toronto Stock Exchange has accepted Spin Master Corp.'s notice to launch a normal course issuer bid.
The TSX has accepted the company's notice to launch a normal course issuer bid. Under the bid, the company may repurchase on the open market at its discretion and subject to compliance with applicable securities laws, during the period commencing on March 7, 2025, and ending on the earlier of March 6, 2026, and the completion of purchases under the bid, up to 2,417,522 subordinate voting shares, representing approximately 10 per cent of the public float (within the meaning of the rules of the TSX), subject to the normal terms and limitations of such bids. Under the TSX rules, the average daily trading volume of the subordinate voting shares on the TSX during the six months ended Feb. 28, 2025, was approximately 66,206, and, accordingly, daily purchases on the TSX pursuant to the bid will be limited to 16,551 subordinate voting shares, other than purchases made pursuant to the block purchase exception. The actual number of subordinate voting shares which may be purchased pursuant to the bid and the timing of any such purchases will be determined by the management of the company, subject to applicable law and the rules of the TSX.
Purchases are expected to be made through the facilities of TSX and/or alternative Canadian trading systems, or by such other means as may be permitted by the Ontario Securities Commission or other applicable Canadian Securities Administrators, at prevailing market prices. The bid will be financed using existing cash resources and draws on its credit facility, and any subordinate voting shares repurchased by the company under the bid will be cancelled.
As of March 3, 2025, the company had 33,679,094 issued and outstanding subordinate voting shares and a public float (within the meaning of the rules of the TSX) of 24,175,220 subordinate voting shares.
The company believes that the purchases are in the best interest of the company and constitute a desirable use of its funds. The program will be executed consistent with Spin Master's capital allocation strategy of prioritizing investment to expand the business over the long term.
Pursuant to a previous notice of intention to conduct a normal course issuer bid, under which the company sought acceptance of the TSX to purchase up to 2,984,559 subordinate voting shares and which was announced by the corporation on Feb. 28, 2024, and expired on March 3, 2025, the company had repurchased and cancelled, as of March 3, 2025, 2,871,342 subordinate voting shares on the open market at an average purchase price of $30.76 per share.
The company has also agreed to the form of an automatic share purchase plan with a designated broker to allow for the purchase of subordinate voting shares under the bid at times when the company would ordinarily not be permitted to purchase shares due to regulatory restrictions or self-imposed blackout periods. The ASPP has been cleared by the TSX and will be entered into in connection with the commencement of the bid.
About Spin Master Corp.
Spin Master is a leading global children's entertainment company, creating exceptional play experiences through its three creative centres: toys, entertainment and digital games. With distribution in over 100 countries, Spin Master is best known for award-winning brands PAW Patrol, Bakugan, Kinetic Sand, Air Hogs, Melissa & Doug, Hatchimals, Rubik's Cube, and GUND, and is the global toy licensee for other popular properties. Spin Master Entertainment creates and produces compelling multiplatform content, through its in-house studio and partnerships with outside creators, including the preschool franchise PAW Patrol and numerous other original shows, short-form series and feature films. The company has an established presence in digital games, anchored by the Toca Boca and Sago Mini brands, offering open-ended and creative game and educational play in digital environments. Through Spin Master Ventures, the company makes minority investments globally in emerging companies and start-ups. With 31 offices spanning nearly 20 countries, Spin Master employs approximately 3,000 team members globally.
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