Lightspeed POS Inc. (TSX: LSPD) has filed a preliminary prospectus supplement to its short form base shelf prospectus in connection with a marketed public offering of Lightspeed’s subordinate voting shares.
A total of 6,571,693 subordinate voting shares will be offered for sale, 1,160,000 subordinate voting shares of which will be offered by Lightspeed, and 5,411,693 subordinate voting shares of which will be offered by (a) DHI Dasilva Holdings Inc., an entity controlled by Dax Dasilva, Lightspeed’s founder and CEO, (b) Caisse de dépôt et placement du Québec, (c) Inovia Capital and (d) certain members of Lightspeed’s management.
Of the 5,411,693 subordinate voting shares, 1,203,933 Subordinate Voting Shares are being sold by DHI, 2,211,527 Subordinate Voting Shares are being sold by CDPQ, 1,534,917 Subordinate Voting Shares are being sold by Inovia Capital, and 461,316 of the Subordinate Voting Shares are being sold by the Lightspeed management team.
Based on Lightspeed POS stock closing price of $47.73 on August 12, 2019, insiders are expected to receive $258.3 million in gross proceeds for the sale of their shares.
Upon completion of the offering, assuming no exercise of granted over-allotment option, 70,995,151 Subordinate Voting Shares will be outstanding on a non-diluted basis (76,968,094 on a fully-diluted basis), and, if the over-allotment option is exercised in full, 71,980,905 Subordinate Voting Shares will be outstanding on a non-diluted basis (77,953,848 on a fully-diluted basis). 14,848,512 Multiple Voting Shares will be outstanding on a non-diluted basis and 14,848,512 on a fully-diluted basis.
Immediately following the closing of the offering, Dasilva will beneficially own, through DHI, 14,848,512 Multiple Voting Shares, representing approximately 17.3% of the issued and outstanding shares and approximately 45.6% of the total voting power (approximately 17.1% and 45.2%, respectively, if the over-allotment option is exercised in full), CDPQ will own 27,275,498 Subordinate Voting Shares, representing approximately 31.8% of the issued and outstanding shares and approximately 20.9% of the total voting power (approximately 31.4% and 20.8%, respectively, if the over-allotment option is exercised in full), and Inovia Capital will own 6,139,668 Subordinate Voting Shares, representing approximately 7.2% of the issued and outstanding shares and approximately 4.7% of the total voting power (approximately 7.1% and 4.7%, respectively, if the over-allotment option is exercised in full).
Dax Dasilva, CDPQ and Inovia Capital will each enter into a 90-day lock-up agreement in connection with the Offering. All the existing lock-up arrangements entered into at the time of the company’s initial public offering, including the 18-month lock-up arrangement for Dasilva, CDP, iNovia Capital and Investissement Québec, will remain in full force.
photo credit: Lightspeed POS
News Release
LIGHTSPEED LAUNCHES OFFERING OF SUBORDINATE VOTING SHARES
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Montreal, QC (August 12, 2019) – Lightspeed POS Inc. (“Lightspeed” or the “Company”) (TSX: LSPD) today announced that it has filed a preliminary prospectus supplement (the “Preliminary Supplement”) to its short form base shelf prospectus dated August 6, 2019. The Preliminary Supplement was filed in connection with a marketed public offering of Lightspeed’s subordinate voting shares (the “Offering”).
A total of 6,571,693 subordinate voting shares will be offered for sale under the Offering, which will be conducted through a syndicate of underwriters (the “Underwriters”) led by BMO Capital Markets, J.P. Morgan Securities Canada Inc. and National Bank Financial Inc. (the “Joint Bookrunners”). 1,160,000 subordinate voting shares will be offered by Lightspeed, and an aggregate of 5,411,693 subordinate voting shares will be offered by (a) DHI Dasilva Holdings Inc., an entity controlled by Dax Dasilva, Lightspeed’s founder and Chief Executive Officer, (b) Caisse de dépôt et placement du Québec, (c) Inovia Capital (through entities controlled by them) and (d) certain members of Lightspeed’s management (collectively, the “Selling Shareholders”). Lightspeed will not receive any of the proceeds of the sale of subordinate voting shares by the Selling Shareholders. The Selling Shareholders have agreed to a customary lock-up period of 90 days following closing of the Offering, during which time they will be restricted from disposing of any further securities of Lightspeed without the prior consent of the Joint Bookrunners. All of the existing lock-up arrangements entered into at the time of Company’s initial public offering will continue to remain in full force and effect in accordance with the terms set forth therein.
Lightspeed will also grant the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the Offering, to purchase from treasury up to an additional 15% of the subordinate voting shares to be sold pursuant to the Offering.
The Company currently expects that the net proceeds of the Offering will be used primarily to strengthen the Company’s financial position and allow it to pursue its growth strategies, which include: expanding its customer base; accelerating the rollout of Lightspeed Payments; supporting the growth of existing customers; expanding its solutions; and selectively pursuing acquisitions.
Closing of the Offering will be subject to a number of conditions, including the entering into of the definitive underwriting agreement, the listing of the subordinate voting shares issued by Lightspeed as part of the Offering on the Toronto Stock Exchange (“TSX”), and any required approvals of the TSX.
The Preliminary Supplement has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. The Offering will also be extended to Qualified Institutional Buyers in the United States pursuant to the exemption from registration provided by Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and corresponding exemptions from registration under state securities laws.
No securities regulatory authority has either approved or disapproved the contents of this press release. The subordinate voting shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the subordinate voting shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the subordinate voting shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Preliminary Supplement contains important detailed information about the Offering. A copy of the Preliminary Supplement can be found on SEDAR at www.sedar.com. Copies of the Preliminary Supplement may also be obtained from BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 or by telephone at (905) 791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca; J.P. Morgan Securities Canada Inc., 66 Wellington Street West, Suite 4500, Toronto, Ontario, M5K 1E7; National Bank Financial Inc., Attention: NBF Syndication (Tel: 416-869-6534), 130 King Street West, 4th Floor Podium, Toronto, ON, M5X 1J9, email: ECM-Origination@nbc.ca;. Prospective investors should read the Preliminary Supplement before making an investment decision.
About Lightspeed
Lightspeed (TSX: LSPD) is a cloud-based commerce platform powering small and medium-sized businesses in approximately 100 countries around the world. With smart, scalable, and dependable point of sale systems, it’s an all-in-one solution that helps restaurants and retailers sell across channels, manage operations, engage with consumers, accept payments, and grow their business.
Headquartered in Montréal, Canada, Lightspeed is trusted by favorite local businesses, where the community goes to shop and dine. Lightspeed has grown to over 800 employees, with offices in Canada, USA, Europe, and Australia.
Contacts:
Chris Mammone
The Blueshirt Group
investorrelations@lightspeedhq.com
Brandon Nussey
Chief Financial Officer
Brandon.Nussey@lightspeedhq.com
SOURCE Lightspeed POS Inc.