CPE News (12/1/2020) – Lightspeed POS Inc. (NYSE/TSX: LSPD) announced that all of the outstanding multiple voting shares in the capital of Lightspeed have been automatically converted into Subordinate Voting Shares, on a one-for-one basis. As a result of the automatic conversion, Lightspeed now has one class of shares. Pursuant to the provisions of the Toronto Stock Exchange Company Manual, no further multiple voting shares may be issued by the company.
Lightspeed POS today announced the acquisition of Upserve Inc. from Vista Equity Partners for estimated total consideration of US $430 million, consisting of approximately US $123 million in net cash and up to 5,895,365 subordinate voting shares.
As of June 24, 2020, Lightspeed had 78,302,477 subordinate voting shares and 14,667,922 multiple voting shares issued and outstanding. All the multiple voting shares were held by a company controlled by Lightspeed’s founder & CEO, Dax Dasilva.
In according to the terms governing the multiple voting shares, the multiple voting shares will convert automatically into subordinate voting shares at such time that is the earlier to occur of the following (i) Dasilva no longer owns at least 12.5% of the issued and outstanding subordinate voting shares and multiple voting shares on a non-diluted basis, and ii) Dasilva is no longer serving as a director or member of senior management.
Following the issuance of 11,389,004 Subordinate Voting Shares as part of listing on NYSE on September 15, 2020 and prior to the issuances of shares for Upserve acquisition, Dasilva held approximately 12.88% of all of the issued and outstanding shares and approximately 37.16% of the voting power attached to all of the company’s issued and outstanding shares.
As a result of the issuance of Upserve acquisition shares, Dasilva’s ownership of all shares dropped to 12.24%.
Immediately following the conversion, Dasilva owns or controls, directly or indirectly, 14,429,466 Subordinate Voting Shares, representing approximately 12.24% of all of the company’s issued and outstanding shares and approximately 12.24% of the voting power.
With the conversion, Caisse de dépôt et placement du Québec (CDPQ), the holder of 24,286,219 Subordinate Voting Shares, becomes Lightspeed’s largest voting shareholder.
photo credit: Lightspeed POS
News Release
Lightspeed Announces Automatic Conversion of All Outstanding Multiple Voting Shares
All of Lightspeed’s outstanding shares are now from a single class
MONTREAL, Dec. 1, 2020 /CNW Telbec/ – Lightspeed POS Inc. (“Lightspeed” or the “Company”) (NYSE: LSPD) (TSX: LSPD) today announced that as a result of the issuance by the Company from treasury of subordinate voting shares in the capital of Lightspeed (“Subordinate Voting Shares”) as partial consideration for the acquisition of Upserve, Inc. (“Upserve”) announced by Lightspeed today, all of the outstanding multiple voting shares in the capital of Lightspeed (“Multiple Voting Shares”) have been automatically converted into Subordinate Voting Shares, on a one-for-one basis as a result of the automatic conversion ownership threshold attached to the Multiple Voting Shares having been crossed, all in accordance with their terms. As a result of the automatic conversion, Lightspeed now has one class of shares issued and outstanding, namely the Subordinate Voting Shares. The Subordinate Voting Shares shall continue to carry one vote per share. Pursuant to the provisions of the Toronto Stock Exchange Company Manual, no further Multiple Voting Shares may be issued by the Company.
All of the converted Multiple Voting Shares were previously held by a company controlled by Lightspeed’s founder and Chief Executive Officer, Dax Dasilva. Immediately prior to giving effect to the issuance of 5,895,365 Subordinate Voting Shares in connection with the Upserve acquisition and the resulting automatic conversion of the Multiple Voting Shares to Subordinate Voting Shares, Mr. Dasilva owned or controlled, directly or indirectly, no Subordinate Voting Shares and 14,429,466 Multiple Voting Shares (representing approximately 12.88% of all of the Company’s issued and outstanding shares and approximately 37.16% of the voting power attached to all of the Company’s issued and outstanding shares). Immediately after giving effect to the issuance of Subordinate Voting Shares in connection with the Upserve acquisition and the resulting automatic conversion of the Multiple Voting Shares, Mr. Dasilva owns or controls, directly or indirectly, 14,429,466 Subordinate Voting Shares and no Multiple Voting Shares (representing approximately 12.24% of all of the Company’s issued and outstanding shares and approximately 12.24% of the voting power attached to all of the Company’s issued and outstanding shares). No consideration was paid or received by the holder of the Multiple Voting Shares in connection with the automatic conversion described in this news release.
Mr. Dasilva will continue to own or control a significant equity interest in the Company. Today’s conversion of all Mr. Dasilva’s Multiple Voting Shares into Subordinate Voting Shares occurred automatically in accordance with their terms as a result of the dilutive effect of the treasury share issuance made by Lightspeed today in connection with its acquisition of Upserve. The automatic conversion is not the result of any investment decision on the part of Mr. Dasilva in respect of his ownership interest in the Company.
About Lightspeed
Lightspeed (NYSE andTSX: LSPD) powers complex small and medium-sized businesses with its cloud-based, omnichannel commerce platforms in over 100 countries. With smart, scalable and dependable point of sale systems, Lightspeed provides all-in-one solutions that drive innovation and digital transformation within the retail, hospitality and golf industries. Its product suite enables SMBs to sell across channels, manage operations, engage with consumers, accept payments and ultimately grow their business.
Headquartered in Montreal, Canada, Lightspeed is trusted by favorite local businesses worldwide, where communities go to shop and dine. Lightspeed has staff located in Canada, USA, Europe, and Australia.
For more information, please visit: www.lightspeedhq.com
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SOURCE Lightspeed POS Inc.
For further information: Brandon Nussey, Chief Financial Officer; Gus Papageorgiou, Head of Investor Relations, investorrelations@lightspeedhq.com