CPE News (7/10/2020) – Dye & Durham Limited has filed an amended and restated preliminary prospectus in connection with its proposed initial public offering and con-current secondary offering.
Dye & Durham will now close a treasury offering of $127.5 million, up from $90 million, and a secondary of offering of $22.5 million, up from $10 million, for aggregate gross proceeds of $150 million, up from $100 million.
Dye & Durham anticipated that the offering pPrice will be between $7.00 and $7.50 per share, resulting of the issuance of between 21,428,571 and 20,000,000 shares.
Plantro Ltd. and Wahi Investments Inc. will join Seastone Invest Limited as the selling shareholders, selling shares for gross proceeds of $10 million, $2.5 million and $10 million, respectively.
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.
photo credit: Dye & Durham
News Release
Dye & Durham Limited Files Amended and Restated Preliminary Prospectus
Not for distribution to U.S. news wire services or dissemination in the United States.
TORONTO, July 10, 2020 (GLOBE NEWSWIRE) — 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 an amended and restated preliminary prospectus with the securities regulatory authorities in each of the provinces and territories in Canada (other than Québec) (the “Amended and Restated Preliminary Prospectus”), which amends and restates the preliminary long form prospectus filed by the Company on June 29, 2020.
Under the Amended and Restated Preliminary Prospectus, Dye & Durham has amended the terms of the proposed initial public (the “Treasury Offering”) and the secondary offering of its common shares (the “Secondary Offering” and together with the Treasury Offering, the “Offering”). The gross proceeds of the Treasury Offering and the Secondary Offering are expected to be $127.5 million (up from $90 million) and $22.5 million (up from $10 million) respectively, for an aggregate amount of $150 million (up from $100 million). Plantro Ltd., Seastone Invest Limited and Wahi Investments Inc. will be selling shareholders under the Secondary Offering for gross proceeds of $10 million, $10 million and $2.5 million, respectively.
As previously disclosed, 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.
The Amended and Restated Preliminary Prospectus contains important information relating to these securities and has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada (other than Québec). The Amended and Restated Preliminary Prospectus is still subject to completion or further amendment. Copies of the Amended and Restated 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 Amended and Restated Preliminary 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 and the amended and restated 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
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 amended and restated preliminary prospectus of the Company dated July 10, 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