SDL - Solution Dynamics Buyback and Guidance

Tuesday 25th March 2025

Solution Dynamics Limited (SDL or Company) is commencing an on-market share buyback through the NZX of up to $0.55 million commencing on 31 March 2025.

The SDL Board considers that the Company’s share price does not appropriately reflect the value of either or both of the Company’s business or its assets and, consequently, that the repurchase of shares at this level will be value-positive for shareholders.

The buyback programme will be made under section 65 of the Companies Act 1993, and NZX Listing Rule 4.14.1(a), and may run for up to 12 months from the date of this notice or until a maximum of 735,990 shares (5% of the number of shares on issue) have been acquired, whichever happens first. The ordinary shares will be acquired on the NZX at prices that are in line with the prevailing market price from time to time in that period.

The number of shares purchased under the buyback and the average price, will be notified to the NZX on the business day following the date on which those shares are bought back. Shares bought back will be cancelled upon acquisition, so the number of shares on issue will reduce accordingly.

Throughout the buyback period, SDL will continue to assess market conditions, its prevailing share price, available investment opportunities and all other relevant considerations. SDL reserves the right to vary, suspend without notice, or terminate the buyback programme at any time.

The buyback programme will not run during blackout periods (as defined in SDL's Share Trading Policy and Guidelines) which include, but are not limited to, blackout periods in respect of the Company's full-year and half-year results announcements.

SDL’s Chair, John McMahon, who together with his related parties, holds or controls 10.87% of the shares on issue, advises that he does not intend to sell any of his holdings into the on-market buyback.

SDL estimates the Company’s second half FY2025 earnings result is likely to be in the range of around breakeven to around a loss of $0.3 million (making the full year FY2025 result in the range of $2.0 million to $2.4 million). The Company cautions that market and customer uncertainty means the variability of guidance may be greater than normal. SDL will advise the market promptly should trading conditions and guidance vary.

At SDL’s interim FY2025 result, the Directors advised that consideration of an FY2025 dividend would be deferred until the full year result. This position remains unchanged, noting that any full year dividend will be assessed in conjunction with cash requirements for potential acquisition opportunities, and any dividend is subject to the 50% distribution limit (which covers both buybacks and dividends) under the NZ Trade & Enterprise growth funding initiative agreement (this agreement concludes November 2025).

SDL FY25 Buyback and Guidance release

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