TORONTO–(BUSINESS WIRE)–Real Matters Inc. (“Real Matters” or the “Company”) (TSX: REAL), today announced that Chief Executive Officer Jason Smith has established an Automatic Securities Disposition Plan (“ASDP”) in accordance with applicable Canadian securities legislation, including guidance under Ontario Securities Commission Staff Notice 55-701 and the Company’s Disclosure Policy. The ASDP will allow for an orderly disposition of a portion of Mr. Smith’s securities in Real Matters at prevailing market prices.
Mr. Smith plans to sell 750,000 common shares under the ASDP, which represent approximately 15% of his outstanding security holdings in Real Matters. The shares will be sold over the course of 12 months commencing August 4, 2020, concurrent with the expiry of the Company’s trading blackout period following the release of its Q3 2020 financial results. Mr. Smith will continue to hold a significant equity interest in Real Matters following the sale of such shares.
Additionally, Mr. Smith intends to complete his previously announced pledge to Holland Bloorview Kids Rehabilitation Hospital Foundation and Sunnybrook Hospital Foundation, by donating the remaining C$2.9 million of his pledge in the form of shares in the Company. These shares will be in addition to the shares being sold under the ASDP.
Canadian securities laws permit insiders to adopt ASDPs to sell, donate or otherwise transfer shares in the future in accordance with the pre-arranged terms of their ASDP, on an automatic basis, regardless of any subsequent material non-public information they receive. Once an ASDP is established, the insider is not permitted to exercise any further discretion or influence over how dispositions will occur under the ASDP.
Sales of securities under the ASDP will be effected by an independent securities broker in accordance with the trading parameters, price and volume limits and other instructions set out by Mr. Smith in the ASDP. Mr. Smith will not exercise any further discretion or influence over how dispositions will occur and is subject to meaningful restrictions on his ability to modify, suspend or terminate his participation in the ASDP.
Dispositions pursuant to the ASDP will be reported by Mr. Smith on SEDI in accordance with applicable Canadian securities legislation. Each such filing will bear a notation to advise readers that the dispositions relate to an ASDP.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws, including statements regarding the anticipated sales to be made under the ASDP and Mr. Smith’s intention to complete his donation pledges. Words such as “could”, “forecast”, “target”, “may”, “will”, “would”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “seek”, “believe”, “likely” and “predict” and variations of such words and similar expressions are intended to identify such forward-looking information, although not all forward-looking information contains these identifying words.
The forward-looking information in this press release includes statements which reflect the current expectations of management based on information currently available to management. Although the Company believes that these expectations are reasonable, these statements by their nature involve risks and uncertainties and should not be read as a guarantee of the occurrence or timing of any future events. A comprehensive discussion of the factors which could cause events to differ from current expectations can be found in the “Risk Factors” section of our Annual Information Form for the year ended September 30, 2019 and under the heading “Important Factors Affecting Results from Operations” in our MD&A for the three and six months ended March 31, 2020, each of which is available on SEDAR at www.sedar.com.
Readers are cautioned not to place undue reliance on the forward-looking information, which reflects our expectations only as of the date of this press release. Except as required by law, we do not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
About Real Matters
Real Matters is a leading network management services provider for the mortgage lending and insurance industries. Real Matters’ platform combines its proprietary technology and network management capabilities with tens of thousands of independent qualified field professionals to create an efficient marketplace for the provision of mortgage lending and insurance industry services. Our clients include the majority of the top 100 mortgage lenders in the U.S. and some of the largest insurance companies in North America. We are a leading independent provider of residential real estate appraisals to the mortgage market and a leading independent provider of title and mortgage closing services in the U.S. Established in 2004, Real Matters has offices in Buffalo (NY), Denver (CO), Middletown (RI), and Markham (ON). Real Matters is listed on the Toronto Stock Exchange under the symbol REAL. For more information, visit www.realmatters.com.
Lyne Beauregard Fisher
Vice President, Investor Relations and Marketing