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TORONTO, June 21, 2021 /CNW/ - VerticalScope Holdings
Inc. ("VerticalScope" or the "Company") announced
today the successful closing of its initial public offering (the
"Offering") of 5,685,000 subordinate voting shares of
the Company (the "Subordinate Voting Shares") at a price of
C$22.00 per subordinate voting share
(the "Offering Price"), for gross proceeds of C$125,070,000.
The Subordinate Voting Shares began trading on the Toronto Stock
Exchange ("TSX") on June 15,
2021 in Canadian dollars under the symbol "FORA".
"Completing this IPO is an exciting milestone for
VerticalScope," said Rob Laidlaw,
CEO of VerticalScope. "With the proceeds raised, we are in a strong
position to accelerate our accretive acquisitions while continuing
to invest in our Fora software platform."
The Offering was made through a syndicate of underwriters led by
RBC Dominion Securities Inc., Canaccord Genuity Corp. and National
Bank Financial Inc., as lead underwriters and joint bookrunners,
and which also includes TD Securities Inc., Raymond James Ltd.,
Desjardins Securities Inc., Cormark Securities Inc. and HSBC
Securities (Canada) Inc.
(collectively, the "Underwriters").
The Company has granted to the Underwriters an over-allotment
option (the "Over-Allotment Option") to purchase up to an
additional 852,750 Subordinate Voting Shares at the Offering
Price. If the Over-Allotment Option is exercised in full, the
gross proceeds of the Offering will be C$143,830,500. The Over-Allotment Option may be
exercised in whole or in part, at the sole discretion of the
Underwriters, for a period of 30 days from the closing date of
the Offering.
Norton Rose Fulbright Canada LLP acted as legal counsel to
VerticalScope and Goodmans LLP acted as legal counsel to the
Underwriters.
The Offering was completed pursuant to the Company's
supplemented PREP prospectus dated June 14,
2021 (the "Prospectus"), and filed with the
securities regulators in each of the provinces and territories of
Canada, a copy of which is
available under VerticalScope's profile on SEDAR at
www.sedar.com.
No securities regulatory authority has either approved or
disapproved the contents of this news release. The securities under
the Offering have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or the securities laws of any state of
the United States and may not be
offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an
exemption from the registration requirements of the U.S. Securities
Act and applicable state securities laws. This news release does
not constitute an offer to sell or solicitation of an offer to buy
any of these securities in any jurisdiction in which the offering
or sale is not permitted.
Early Warning Reports
In connection with the Offering, the Company completed a series
of transactions (the "Pre-Closing Reorganization") pursuant
to which, among other things, the Company filed articles of
amendment on June 18, 2021 to (i)
change the then existing 2,957,265 Class A common shares of the
Company into 2,957,265 multiple voting shares of the Company (the
"Multiple Voting Shares"), (ii) change the then existing
11,000,187 Class B common shares into 11,000,187 Subordinate Voting
Shares, and (iii) delete the Class A common shares, Class B common
shares and Class A preferred shares of the Company. Before giving
effect to the Pre-Closing Reorganization, none of RDL Ventures Inc.
("RDL", an entity controlled by Mr. Laidlaw), NordStar
Capital LP ("NordStar", an entity co-owned by Paul Rivett, Chair of the Company's board of
directors) and Hedgewood Inc. ("Hedgewood", together with
RDL and NordStar, the "Principal Shareholders") beneficially
owned or exercised control or direction over any Multiple Voting
Shares or Subordinate Voting Shares.
Immediately after giving effect to the Pre-Closing
Reorganization and to the Offering, (i) RDL beneficially owned or
exercised control or direction over 2,957,265 Multiple Voting
Shares, representing 100% of the outstanding Multiple Voting
Shares, approximately 15.0% of the total issued and outstanding
shares and approximately 63.7% of the total voting power, (ii)
NordStar, through certain of its wholly-owned subsidiaries,
beneficially owned or exercised control or direction over 7,860,505
Subordinate Voting Shares, representing approximately 46.7% of the
outstanding Subordinate Voting Shares, approximately 39.7% of the
total issued and outstanding shares and approximately 16.9% of the
total voting power, and (iii) Hedgewood beneficially owned or
exercised control or direction over 3,111,557 Subordinate Voting
Shares, representing approximately 18.5% of the outstanding
Subordinate Voting Shares, approximately 15.7% of the total issued
and outstanding shares and approximately 6.7% of the total voting
power.
Pursuant to the terms of the Multiple Voting Shares, they are
convertible into Subordinate Voting Shares on a one-for-one basis
at any time at the option of the holder thereof and automatically
in certain other circumstances. If the Multiple Voting Shares
beneficially owned by RDL are converted into Subordinate Voting
Shares in accordance with their terms, the Multiple Voting Shares
would represent approximately 15.0% of the Subordinate Voting
Shares on a partially-diluted basis.
Each Principal Shareholder acquired its Multiple Voting Shares
or Subordinate Voting Shares, as applicable, pursuant to the
Pre-Closing Reorganization for investment purposes. Each Principal
Shareholder may further purchase, hold, trade, dispose or otherwise
deal in the securities of the Company, in such manner as deemed
appropriate by the Principal Shareholder, subject to applicable
laws and the terms and conditions of the Company's articles, and of
the coattail agreement, lock-up agreements and investor rights
agreement entered into by the Principal Shareholder, each as
described in the Prospectus.
The Subordinate Voting Shares are currently listed for trading
on the TSX, while the Multiple Voting Shares are not listed on a
marketplace. For further information and to obtain a copy of
the early warning reports to be filed under applicable Canadian
securities laws in connection with the forgoing, please see the
Company's profile on SEDAR at www.sedar.com.
About VerticalScope
Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a
technology company that has built and operates a cloud-based
digital platform for online enthusiast communities in high-consumer
spending categories. VerticalScope's mission is to enable people
with common interests to connect, explore their passions and share
knowledge about the things they love. Through targeted
acquisitions and development, VerticalScope has built a portfolio
of over 1,200 online communities and more than 100 million monthly
active users.
Forward-Looking Statements
This news release may contain forward-looking information
within the meaning of applicable securities legislation that
reflects the Company's current expectations regarding future
events. Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties,
many of which are beyond the Company's control. Such risks and
uncertainties include, but are not limited to, the factors
discussed under "Risk Factors" in the Prospectus. Actual results
could differ materially from those projected herein. VerticalScope
does not undertake any obligation to update such forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required under applicable
securities laws.
SOURCE VerticalScope Inc.