CPE News (7/17/2020) – Dye & Durham Limited has closed its upsized initial public offering and secondary offering of common shares.
Dye & Durham issued 17,000,000 common shares from treasury and 3,000,000 shares from certain selling shareholders for a total aggregate of 20,000,000 common shares at a price of $7.50 per share for total gross proceeds of $150 million, with Dye & Durham and the Selling Shareholders receiving gross proceeds of $127.5 million and $22.5 million, respectively.
Dye & Durham common shares have commenced trading on the Toronto Stock Exchange (TSX) under the symbol “DND”. As of July 17, 2020 11:12 AM EDT, Dye & Durham stock was traded at $13.10 up by $5.60 from the offering price.
The Offering was led by Canaccord Genuity Corp., Scotia Capital Inc., BMO Nesbitt Burns Inc. and INFOR Financial Inc., as joint bookrunners, and Raymond James Ltd. as underwriter. finnCap Ltd. acting as a sub underwriter in the United Kingdom pursuant to available exemptions from registration requirements.
Goodmans LLP acted as legal counsel to Dye & Durham, and Osler, Hoskin & Harcourt LLP acted as legal counsel to the underwriters.
Plantro Ltd., a corporation controlled by CEO Matthew Proud, Seastone Invest Limited, a corporation controlled Tyler Proud, and Wahi Investments Inc., a corporation controlled by Ronnie Wahi, sold 1,333,333, 1,333,333, and 333,334 common shares respectively for gross proceeds of approximately $10 million, $10 million and $2.5 million respectively.
Following the closing of the IPO before the exercise of the over-allotment option, Plantro, Seastone, and Wahi will continue to own 8,885,081 (21.5%), 6,834,331 (16.5%), and 1,508,564 common shares respectively.
Manulife Capital Inc. will continue to hold 3,203,121 common shares.
photo credit: Dye & Durham
News Release
DYE & DURHAM LIMITED COMPLETES INITIAL PUBLIC OFFERING AND SECONDARY OFFERING OF COMMON SHARES
Not for distribution to U.S. news wire services or dissemination in the United States.
Toronto, Ontario, July 17, 2020 – Dye & Durham Limited (“Dye & Durham” or the “Company”), the parent company of Dye & Durham Corporation (the “Operating Subsidiary”), a leading provider of cloud-based software and technology solutions, designed to improve efficiency and increase productivity for legal and business professionals, announced today the successful closing of its previously announced initial public offering and secondary offering (the “Offering”) of common shares of the Company (“Common Shares”, and each a “Common Share”). Pursuant to the Offering, Dye & Durham issued 17,000,000 Common Shares and certain selling shareholders (the “Selling Shareholders”) sold an aggregate of 3,000,000 Common Shares for a total aggregate of 20,000,000 Common Shares at a price of $7.50 per Common Share for total gross proceeds of $150 million, with Dye & Durham and the Selling Shareholders receiving gross proceeds of $127.5 million and $22.5 million, respectively.
The Common Shares are listed on the Toronto Stock Exchange under the symbol “DND”.
“Completing this IPO is an exciting milestone for Dye & Durham,” said Matthew Proud, CEO of Dye & Durham. “With the proceeds raised, we are in a strong position to continue to make accretive acquisitions and pursue technological advancements as we position ourselves as a market leader.”
The Offering was led by Canaccord Genuity Corp. (“Canaccord”), Scotia Capital Inc., BMO Nesbitt Burns Inc. and INFOR Financial Inc., as joint bookrunners, and Raymond James Ltd. as underwriter (collectively, the “Underwriters”). Canaccord, on behalf of the Underwriters, entered into a sub-underwriting agreement with finnCap Ltd. (“finnCap”), whereby finnCap sold securities under the Offering in the United Kingdom pursuant to available exemptions from registration requirements. Goodmans LLP acted as legal counsel to the Company, and Osler, Hoskin & Harcourt LLP acted as legal counsel to the Underwriters.
The Underwriters were granted an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 3,000,000 Common Shares from Dye & Durham, at a price of $7.50 per common share for additional gross proceeds to the Company of $22.5 million if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised for a period of 30 days from the closing date.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act). Accordingly, the securities 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 registrations requirements of the U.S. Securities Act and applicable state securities laws.
On July 17, 2020, immediately prior to the closing of the Offering, the Company and each of Plantro Ltd. (“Plantro”) and Seastone Invest Limited (“Seastone”) completed a series of pre-closing transactions (the “Pre-Closing Transactions”) pursuant to which, among other things, the Company acquired from (a) Plantro 10,165,410 common shares of the Operating Subsidiary and 53,004 Series 2 preferred shares of the Operating Subsidiary, in consideration for the issuance of 10,218,414 Common Shares to Plantro (with an aggregate value of approximately $76.6 million), and (b) Seastone 8,132,328 common shares of the Operating Subsidiary and 35,336 Series 2 preferred shares of the
Operating Subsidiary, in consideration for the issuance of 8,167,664 Common Shares to Seastone (with an aggregate value of approximately $61.3 million). Each of Plantro and Seastone sold 1,333,333 Common Shares in the Offering, having an aggregate value of approximately $10 million. Prior to the completion of the Pre-Closing Transactions, neither Plantro nor Seastone held Common Shares. Immediately following the Pre-Closing Transactions, but before giving effect to the Offering, Plantro held 10,218,414 Common Shares, representing approximately 41.0% of the Common Shares issued and outstanding and Seastone held 8,167,664 Common Shares, representing approximately 33.0% of the Common Shares issued and outstanding. After giving effect to the Pre-Closing Transactions and the Offering, Plantro holds 8,885,081 Common Shares, representing approximately 21.5% of the Common Shares issued and outstanding and Seastone holds 6,834,331 Common Shares, representing approximately 16.5% of the Common Shares issued and outstanding.
The Pre-Closing Transactions were completed to partially effect the Company’s acquisition of Dye & Durham Corporation in connection with the closing of the Offering. Each of Plantro and Seastone has advised the Company that it intends to review its investment in the Company on a continuing basis. Subject to the 180-day lock-up that it
has agreed to with the Underwriters, Plantro and/or Seastone may determine to sell all or some of the Common Shares it holds (including pursuant to its registration rights under the investor rights agreement between the Company, Plantro and Seastone), depending upon price, market conditions, availability of funds, evaluation of alternative investments,
the interests of indirect investors and other factors it considers relevant from time to time.
Plantro is organized under the laws of the Bahamas and its registered office is 1st Floor, Kings Court, Bay Street, Nassau, Bahamas. An early warning report will be filed by Plantro in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Amanda Lashley upon request at 1 (246) 430 5350 ext. 4270. Seastone is organized under the laws of the British Virgin Islands and its registered office is Floor 4, Banco Popular Building Road Town, Tortola VG 1110, British Virgin Islands. An early warning report will be filed by Seastone in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com or may be obtained directly from Amanda Lashley upon request at 1 (246) 430 5350 ext. 4270.
About Dye & Durham
Dye & Durham Limited is the parent company of Dye & Durham Corporation, a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. Dye & Durham has operations in Canada and the United Kingdom, and has a strong blue-chip customer base that includes law firms, financial service institutions, and government organizations. Additional information can be found at www.dyedurham.com.
Forward-Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities legislation, which 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, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to the factors discussed under “Risk Factors” in the final prospectus of the Company dated July 13, 2020. Dye & Durham 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 by applicable law.
For further information, please contact:
Charlie MacCready
General Counsel,
Dye & Durham Corporation
1 (416) 640 7100 ext. 3470