Dye & Durham Limited, a portfolio company of Manulife Capital Inc., has priced its initial public offering (IPO) and secondary offering of common shares.
Dye & Durham will issue 20 million common shares, 17 million common shares from treasury and 3 million shares by selling shareholders, at $7.50 per share for aggregate gross proceeds of $150 million.
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, will sell 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.
Dye & Durham has granted an over-allotment option for 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.
The closing of the IPO offering is expected to occur on July 17, 2020. Toronto Stock Exchange (TSX) has conditionally approved the listing of Dye & Durham shares under the symbol “DND”.
Following the closing of the IPO and before exercise of the over-allotment option, Dye & Durham will have 41,330,600 common shares issued and outstanding.
Plantro, Seastone, and Wahi will continue to own 8,885,081, 6,834,331, and 1,508,564 common shares respectively. Manulife Capital Inc. is not selling any shares in the offering and will continue to hold 3,203,121 common shares.
photo credit: Dye & Durham
News Release
Dye & Durham Limited Announces Pricing of 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, July 13, 2020 (GLOBE NEWSWIRE) — Dye & Durham Limited (“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, announced today the pricing of its previously announced initial public offering and secondary offering of common shares (the “Offering”). Pursuant to the Offering, Dye & Durham will issue 17,000,000 common shares of the Company and certain selling shareholders (the “Selling Shareholders”) will sell an aggregate of 3,000,000 common shares for a total aggregate of 20,000,000 common shares of the Company at a price of $7.50 per common share (the “Offering Price”) 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 Offering is being 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, 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.
The underwriters of the Offering have also been 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.
The closing of the Offering is expected to occur on July 17, 2020, subject to customary closing conditions, at which time the common shares will commence trading on the Toronto Stock Exchange (“TSX”) under the symbol “DND”. The TSX has conditionally approved the listing of the common shares, subject to fulfilling customary TSX requirements. A copy of the final prospectus for the Offering is available on SEDAR at www.sedar.com.
Goodmans LLP is acting as legal counsel to the Company, and Osler, Hoskin & Harcourt LLP is acting as legal counsel to the Underwriters.
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.
About Dye & Durham
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
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, failure to complete the Offering and related transactions, and 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