/NOT FOR DISTRIBUTION TO
The Subordinate Voting Shares began trading on the
"Completing this IPO is an exciting milestone for
The Offering was made through a syndicate of underwriters led by
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
The Offering was completed pursuant to the Company's supplemented PREP prospectus dated
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 "
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
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
Founded in 1999 and headquartered in
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.
SOURCE
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