VANCOUVER, BC, Sept. 1, 2020 /CNW/ -- GreenPower Motor
Company Inc. (NASDAQ: GP) / (TSXV: GPV) (the "Company" or
"GreenPower") today announced the closing of its previously
announced upsized U.S. initial public offering (the
"Offering") of 1,860,000 post-consolidation common shares of
the Company (each, a "Share"), at a price to the public of
US$20.00 per Share. In addition, the
Company has granted the underwriters a 30-day option to purchase up
to an additional 279,000 Shares at US$20.00 per Share, less the underwriting
discounts and commissions. The gross proceeds from the Offering,
before deducting underwriting discounts and commissions of
US$1.40 per Share and estimated
offering expenses payable by the Company, were US$37.2 million. The Shares began trading on the
Nasdaq Capital Market on August 28,
2020, under the symbol "GP."
The Company intends to use the net proceeds from the Offering
for the production of all-electric vehicles, including EV Stars, EV
Star plus, EV Star cab and chassis, B.E.A.S.T. school buses, EV250
thirty foot low floor transit style buses, product development and
geographic expansion with the remainder, if any, for working
capital.
In connection with the Offering, the Company completed a
consolidation of its common shares on the basis of seven (7)
pre-consolidation common shares for one (1) post-consolidation
common share which became effective at the opening of the market on
August 28, 2020. The common shares of
the Company, which were previously traded on the OTCQB, operated by
the OTC Market Group Inc. (the "OTCQB"), are no longer
quoted for trading on the OTCQB. The common shares of the Company
continue to be listed for trading on the TSX Venture Exchange
("TSXV").
B. Riley FBR served as the lead book-running manager in the
Offering. Roth Capital Partners also served as a book-running
manager in the Offering. ThinkEquity, a division of Fordham
Financial Management, Inc., Maxim Group LLC and PI Financial (US)
Corp. served as co-managers in the Offering.
The underwriters did not, directly or indirectly, solicit offers
to purchase or sell the Company's Shares in Canada.
A registration statement on Form F-1 relating to the Offering
has been filed with the Securities and Exchange Commission and
became effective on August 27, 2020.
The Offering was made only by means of a prospectus. Copies of the
final prospectus may be obtained from: B. Riley FBR, Attention:
Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email at
prospectuses@brileyfbr.com, or by telephone at (703) 312-9580 or by
accessing the SEC's website at www.sec.gov.
Concurrently with the closing of the Offering, the Company
closed a separate non-brokered private placement pursuant
to Regulation S under the Securities Act of 1933
(the "Private Placement"), in which the Company sold 25,000
post-consolidation common shares (each, a "Private Placement
Share") for total gross proceeds of US$500,000 to Koko Financial Services Ltd. (the
"Private Placement Subscriber"), a company owned by
GreenPower's executive chairman and chief executive
officer, Fraser Atkinson, at a price of US$20.00 per Private Placement Share, being the
price to the public per Share of the Offering, and without payment
by the Company of any underwriting discount, bonus, finder's fee or
commission.
The Private Placement Subscriber is a "related party" of the
Company within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") and Policy 5.9 of the TSXV.
Therefore, the issuance of the Private Placement Shares to the
Private Placement Subscriber is a "related party transaction"
within the meaning of MI 61-101. As the material change report
relating to the closing of the Private Placement is being filed on
SEDAR less than 21 days before the closing of the Private
Placement, there is a requirement under MI 61–101 to explain why
the shorter period is reasonable or necessary in the circumstances.
In the view of the Company, such shorter period is reasonable and
necessary in the circumstances because the Company wished to
complete the Offering and the Private Placement in a timely manner.
Other than the Private Placement Subscriber, the Company is aware
of no other participation by Insiders (as defined in the Policies
of the TSXV) in the Offering and the Private Placement.
The TSXV has conditionally accepted the Private Placement, which
is subject to the final acceptance of the TSXV. All of the Private
Placement Shares are subject to a restricted period of four months
and one day from the date of issuance under applicable securities
laws. In addition, pursuant to a lock-up agreement entered into in
connection with the Offering, the Private Placement Subscriber is
subject to a contractual hold period of 180 days from the date of
the final prospectus in the Offering in respect of all securities
of the Company owned by the Private Placement Subscriber.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About GreenPower Motor Company Inc.
GreenPower designs, builds and distributes a full suite of
high-floor and low-floor vehicles, including transit buses, school
buses, shuttles, and a double decker. GreenPower employs a
clean-sheet design to manufacture all-electric buses that are
purpose built to be battery powered with zero emissions.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. These
statements generally can be identified by the use of
forward-looking words such as "may", "should", "will", "could",
"intend", "estimate", "plan", "anticipate", "expect", "believe" or
"continue", or the negative thereof or similar variations. The
Forward-looking statements in this press release include statements
relating to the Company's expectations regarding the intended use
of the net proceeds from the Offering and the final acceptance of
the TSXV in respect of the Private Placement. These statements
involve risks, estimates, assumptions and uncertainties that could
cause actual results to differ materially from those expressed in
these statements, including, among others, risks and uncertainties
associated with market conditions and the satisfaction of all
applicable regulatory requirements, as well as risks and
uncertainties associated with the Company's business and finances
in general. Because the risks, estimates, assumptions and
uncertainties referred to above could cause actual results or
outcomes to differ materially from those expressed in any
forward-looking statements, readers are cautioned not to place
undue reliance on any forward-looking statements, which speak only
as of the date on which they are made. The Company undertakes no
obligation to update or revise any forward-looking statements for
any reason, except as required by law, including the securities
laws of the United States and
Canada.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
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SOURCE GreenPower Motor Company