AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS
(amending and restating the short form base shelf prospectus dated August 5, 2016)
New Issue
and Secondary Offering
|
May 17, 2017
|
SHOPIFY INC.
$2,500,000,000
Class A Subordinate Voting Shares
Preferred Shares
Debt Securities
Warrants
Subscription Receipts
Units
Shopify Inc. (the Company, Shopify, us or we) may offer and issue from time to time Class A subordinate voting shares (Class A Subordinate Voting Shares), preferred shares (Preferred Shares), debt securities (Debt Securities), warrants (Warrants) to acquire any of the other securities that are described in this amended and restated short form base shelf prospectus (the Prospectus), subscription receipts (Subscription Receipts), units (Units) comprised of one or more of any of the other securities that are described in this Prospectus, or any combination of such securities (all of the foregoing collectively, the Securities and individually, a Security), for up to an aggregate offering price of $2,500,000,000 (or its equivalent in Canadian dollars or any other currencies), in one or more transactions during the 25-month period commencing August 5, 2016 that this Prospectus, including any amendments hereto, remains effective.
We will provide the specific terms of any offering of Securities, including the specific terms of the Securities with respect to a particular offering and the terms of such offering, in one or more prospectus supplements (each a Prospectus Supplement) to this Prospectus. The Securities may be offered separately or together or in any combination, and as separate series. One or more securityholders of the Company may also offer and sell Securities under this Prospectus. See The Selling Securityholders.
All dollar amounts in this Prospectus are in United States dollars, unless otherwise indicated. See Currency Presentation and
Exchange Rate Information
.
An investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing
Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable
Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in
Securities. See Risk Factors.
Our Securities may be sold pursuant to this Prospectus through underwriters or dealers or directly or through agents designated from time to time at amounts and prices and other terms determined by us or any selling securityholders. In connection with any underwritten offering of Securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered. Such transactions, if commenced, may be discontinued at any time. See Plan of Distribution. A Prospectus Supplement will set out the names of any underwriters, dealers, agents or selling securityholders involved in the sale of our Securities, the amounts, if any, to be purchased by underwriters, the plan of distribution for such Securities, including the net proceeds we expect to receive from the sale of such Securities, if any, the amounts and prices at which such Securities are sold and the compensation of such underwriters, dealers or agents.
The Company has two classes of issued and outstanding shares: the Class A Subordinate Voting Shares and the Class B multiple voting shares. The Class B multiple voting shares carry a greater number of votes per share relative to the Class A Subordinate Voting Shares. The Class A Subordinate Voting Shares are therefore restricted securities within the meaning of such term under applicable Canadian securities laws. The Class A Subordinate Voting Shares and the Class B multiple voting shares are substantially identical with the exception of the multiple voting and conversion rights attached to the Class B multiple voting shares. Each Class A Subordinate Voting Share is entitled to one vote and each Class B multiple voting share is entitled to ten votes on all matters requiring shareholder approval, and holders of Class A Subordinate Voting Shares and Class B multiple voting shares will vote together on all matters subject to a vote of holders of both those classes of shares as if they were one class of shares, except to the extent that a separate vote of holders as a separate class is required by law or provided by our restated articles of incorporation. The Class B multiple voting shares are convertible into Class A Subordinate Voting Shares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances. The holders of Class A Subordinate Voting Shares benefit from contractual provisions that give them certain rights in the event of a take-over bid for the Class B multiple voting shares. See Description of the Share Capital of the Company – Take-Over Bid Protection.
Our Class A Subordinate Voting Shares are listed on the New York Stock Exchange (the NYSE) and on the Toronto Stock Exchange (the TSX) under the symbol SHOP. On May 16, 2017, the last trading day prior to the date of this Prospectus, the closing prices of the Class A Subordinate Voting Shares on the NYSE and the TSX were $94.93 and C$128.90, respectively.
Unless otherwise specified in the applicable
Prospectus Supplement, Securities other than Class A Subordinate Voting Shares will not be listed on any securities exchange. There is
currently no market through which such Securities may be sold and purchasers may not be able to resell any such Securities purchased
under this Prospectus and the Prospectus Supplement relating to such Securities. This may affect the pricing of such Securities in the
secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation.
See the Risk Factors section of the applicable Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE SEC) NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
.
Shopify is permitted, under a multijurisdictional disclosure system adopted in the United States and Canada, to prepare this
Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are
different from those of the United States. We prepare our annual financial statements and our interim financial statements in accordance
with accounting principles generally accepted in the United States of America.
Purchasers of Securities should be aware that the acquisition of Securities may have tax consequences both in the United States and
in Canada. This Prospectus does not discuss U.S. or Canadian tax consequences and any such tax consequences may not be described fully
in any applicable Prospectus Supplement with respect to a particular offering of Securities. Prospective investors should consult their own
tax advisors prior to deciding to purchase any of the Securities.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that
the Company is incorporated under the laws of Canada, that most of its officers and directors are residents of Canada, and that all or
a substantial portion of the assets of the Company and said persons are located outside of the United States. See Enforceability of Civil
Liabilities.