Dye & Durham Limited, the parent company of Dye & Durham Corporation, has filed a preliminary prospectus for a proposed initial public offering (IPO) and concurrent secondary offering of its common share by Seastone Invest Limited, consisting of $90 million primary offering and $10 million secondary offering for aggregate gross proceeds of $100 million.
It is anticipated that the offering price will be between $7.00 and $7.50 per share, resulting between 14,285,714 and 13,333,333 shares to be offered pursuant to the offering.
Dye & Durham has applied to list its share the Toronto Stock Exchange (TSX) under the symbol “DND”.
Plantro Ltd., a corporation controlled by CEO Matthew Proud, Seastone Invest Limited, and Manulife Capital, are the three largest shareholders controlling 10,218,414, 8,167,664, and 3,733,156 shares respectively.
Toronto based Dye & Durham is a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals.
For the nine months ended March 31, 2020 (Pro Forma), Dye & Durham reported revenue of $60.0 million, gross profit of $52.5 million, EBITDA of $17.4 million, adjusted EBITDA of $31.4 million, and net loss of $7.7 million.
photo credit: Dye & Durham
News Release
DYE & DURHAM LIMITED FILES PRELIMINARY PROSPECTUS FOR 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, June 29, 2020 – Dye & Durham Limited (the “Dye & Durham” or the “Company”), 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, today announced that it has filed, and obtained a receipt for, a preliminary prospectus with the securities regulatory authorities in each of the provinces and territories in Canada (other than Québec) for a proposed initial public offering (the “Treasury Offering”) and secondary offering of its common shares (the “Secondary Offering” and together with the Treasury Offering, the “Offering”). The Offering will include a treasury offering by Dye & Durham and a secondary offering of common shares of a certain shareholder. The gross proceeds of the Treasury Offering and the Secondary Offering are expected to be $90 million and $10 million respectively, for aggregate gross proceeds of $100 million.
The Offering is 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. Canaccord, on behalf of the underwriters, has entered into a sub-underwriting agreement with finnCap Ltd. (“finnCap”), whereby finnCap will sell securities under the Offering in the United Kingdom pursuant to available exemptions from registration requirements.
Goodmans LLP is acting as legal counsel to the Company, and Osler, Hoskin & Harcourt LLP is acting as legal counsel to the underwriters.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada (other than Québec). The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the underwriters listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
The preliminary long-form prospectus has not yet become final for purposes of a distribution of securities to the public. No securities regulatory authority has either approved or disapproved the contents of this news release. This press 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 prior to the time of receipt for the final long-form prospectus or other authorization is obtained from the securities regulatory authority in such province or territory. Copies of the preliminary long-form prospectus are available on SEDAR at www.sedar.com.
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.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
About Dye & Durham Corporation
Dye & Durham Corporation is a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. Dye & Durham Corporation 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
For further information, please contact:
Charlie MacCready General Counsel, Dye & Durham Corporation 1 (416) 640 7100 ext. 3470