IMAX CORP
For the period ended Jun 30, 2024. Filed Jul 25, 2024.
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Jun 30, 2024 · Filed Jul 25, 2024
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On June 12, 2017, the Company announced that its Board of Directors approved a $200.0 million share repurchase program for its common shares that would have expired on June 30, 2020, which was subsequently extended for a 12-month period in 2020, 2021, and 2022 and increased in the total share repurchase authority to $400.0 million. In 2023, the Board of Directors approved a 36-month extension to the share repurchase program through June 30, 2026. As of June 30, 2024, the Company had $150.7 million available under the program. The repurchases may be made either in the open market or through private transactions, including repurchases made pursuant to a plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other relevant factors. The Company has no obligation to repurchase shares and the share repurchase program may be suspended or discontinued by the Company at any time.
During the three months ended June 30, 2024, the Company repurchased 7,646 common shares at an average price of $14.98 per share for a total of $0.1 million, excluding commission. All share repurchases were made under the Company’s publicly announced program, and there are no other programs under which the Company repurchases shares.
The Company’s common share repurchase program activity for the three months ended June 30, 2024 was as follows:
| Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced program | Maximum approximate dollar value of shares that may yet be purchased under the program | |
|---|---|---|---|---|
| April 1 through April 30, 2024 | — | $— | — | $150,834,924 |
| May 1 through May 31, 2024 | — | — | — | 150,834,924 |
| June 1 through June 30, 2024 | 7,646 | 14.98 | 7,646 | 150,724,352 |
| Total | 7,646 | $14.98 | 7,646 |
In 2023, IMAX China's shareholders granted its Board of Directors a general mandate authorizing the Board, subject to applicable laws, to repurchase shares of IMAX China not to exceed 10% of the total number of issued shares as of June 7, 2023 (33,959,314 shares). This program expired on the date of the 2024 Annual General Meeting of IMAX China on June 7, 2024. During the 2024 Annual General Meeting, shareholders approved the repurchase of shares of IMAX China not to exceed 10% of the total number of shares as of June 7, 2024 (34,000,845 shares). This program will be valid until the 2025 Annual General Meeting of IMAX China. The repurchases may be made in the open market or through other means permitted by applicable laws. IMAX China has no obligation to repurchase its shares and the share repurchase program may be suspended or discontinued by IMAX China at any time. During the three months ended June 30, 2024, IMAX China repurchased 119,900 ordinary shares at an average price of HKD 7.43 per share ($0.95 per share) for a total of HKD 0.9 million ($0.1 million).
(Refer to Note 6 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 for a summary of the material terms and conditions of the Company’s revolving credit facility, which include a limitation of the amount of permitted share repurchases.)
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