Points International announces upsizing of previously announced bought deal financing to C$27.5 million
March 04 2021 - 8:21PM
Points International Ltd. (TSX: PTS) (Nasdaq: PCOM) (“Points” or
the “Company”), the global leader in powering loyalty commerce, is
pleased to announce that it has entered into a revised agreement
with a syndicate of underwriters led by Acumen Capital Finance
Partners Limited (the “Underwriters”) to increase the size of the
previously announced bought deal financing. Pursuant to the amended
terms, the Underwriters have agreed to purchase, on a bought deal
basis, an aggregate of 1,467,400 common shares of Points (the
“Common Shares”) at a price of $18.75 per Common Share (the
“Offering Price”) for aggregate gross proceeds to the Company of
approximately $27.5 million (the “Offering”).
The Company has granted the Underwriters an
over-allotment option exercisable at any time up to 30 days
following the closing of the Offering, to purchase up to an
additional 220,110 Common Shares at the Offering Price. In the
event that the over-allotment option is exercised in full, the
gross proceeds of the Offering will be approximately $31.6
million.
The Company expects to use the net proceeds to
fund the advancement of its product road map and its data
analytics, marketing automation, and machine learning capabilities.
The net proceeds may also be used to fund future growth
opportunities and to accelerate the Company’s business development
pipeline.
The Common Shares will be offered by way of
short form prospectus, qualifying the Common Shares for
distribution in all of the Provinces of Canada, and in the United
States by way of private placement pursuant to available exemptions
from the registration requirements of the United States Securities
Act of 1933, as amended, and outside of Canada and the United
States on a private placement or equivalent basis.
The closing of the Offering is scheduled to
occur on or about March 29, 2021, and is subject to customary
closing conditions, including receipt of applicable regulatory and
Toronto Stock Exchange and NASDAQ Capital Market approvals.
About Points
Points, (TSX: PTS) (Nasdaq: PCOM) is a trusted
partner to the world’s leading loyalty programs, leveraging its
unique Loyalty Commerce Platform to build, power, and grow a
network of ways members can get and use their favourite loyalty
currency. Our platform combines insights, technology, and resources
to make the movement of loyalty currency simpler and more
intelligent for nearly 60 reward programs worldwide. Founded in
2000, Points is headquartered in Toronto with teams operating
around the globe.
For more information, visit Points.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the Common Shares in
the United States nor shall there be any sale of the Common Shares
in any jurisdiction in which such offer, solicitation or sale would
be unlawful. The Common Shares offered under the Offering have not
been, and will not be, registered under the United States
Securities Act of 1933, as amended, or the securities laws of any
state of the United States. Accordingly, the Common Shares offered
under the Offering may not be offered or sold in the United States
or to U.S. persons unless an exemption from registration is
available.
Caution Regarding Forward-looking
Statements
This press release contains or incorporates
forward-looking statements within the meaning of United States
securities legislation, and forward-looking information within the
meaning of Canadian securities legislation (collectively,
“forward-looking statements”). These forward-looking statements
include or relate to but are not limited to, among other things,
the closing of the Offering and the intended use of net proceeds of
the Offering. These statements are not historical facts but instead
represent only Points’ expectations, estimates and projections
regarding future events.
Although Points believes the expectations
reflected in such forward-looking statements are reasonable, such
statements are not guarantees of future performance and are subject
to important risks and uncertainties that are difficult to predict.
Certain material assumptions or estimates are applied in making
forward-looking statements, and actual results may differ
materially from those expressed or implied in such statements.
Undue reliance should not be placed on such statements. In
particular, uncertainty around the duration and scope of the
COVID-19 pandemic and the impact of the pandemic and actions taken
in response on global and regional economies, economic activity,
and all elements of the travel and hospitality industry may have a
significant and materially adverse impact on our business. Key
assumptions in respect of the Offering include, but are not limited
to, assumptions that the Offering will close as expected and that
Points will obtain regulatory and third party approvals for the
Offering and that the conditions to closing the Offering will be
satisfied. In addition, the risks, uncertainties and other factors
that may impact the results expressed or implied in such
forward-looking statements include, but are not limited to: (i)
airline or travel industry disruptions, such as an airline
insolvency and continued airline consolidation; (ii) our dependence
on a limited number of large clients for a significant portion of
our consolidated revenue; (iii) our reliance on contractual
relationships with loyalty program partners that are subject to
termination and renegotiation; (iv) our exposure to significant
liquidity risk if we fail to meet contractual performance
commitments; (v) our ability to convert our pipeline of prospective
partners or launch new products with new or existing partners as
expected or planned; (vi) our dependence on various third-parties
that provide certain solutions in our Platform Partners segment
that we market to loyalty program partners; (vii) the fact that our
operations are conducted in multiple jurisdictions and in multiple
currencies and as such dramatic fluctuations in exchange rates of
the foreign currencies can have a dramatic effect on our financial
results and (viii) the risk of an event of default under our senior
secured credit facility. These and other important risk factors
that could cause actual results to differ materially are discussed
in Points’ annual information form, Form 40-F, annual and interim
management's discussion and analysis (“MD&A”), and annual and
interim financial statements and the notes thereto. These documents
are available at www.sedar.com and www.sec.gov.
The forward-looking statements contained in this
press release are made as at the date of this release and,
accordingly, are subject to change after such date. Except as
required by law, Points does not undertake any obligation to update
or revise any forward-looking statements made or incorporated in
this press release, whether as a result of new information, future
events or otherwise.
Investor Relations Contact
Sean Mansouri, CFA or Cody Slach Gateway
Investor Relations 1-949-574-3860 IR@points.com
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