Manulife and Dye & Durham insiders to sell up to $201.9M worth shares

CPE News (1/7/2021) – Dye & Durham Limited (TSX: DND) has filed for a bought deal secondary offering of 4,107,000 common shares by Plantro Ltd., The Manufacturers Life Insurance Company (Manulife), Seastone Invest Limited, and certain insiders of the company, at a price of $42.75 per share for gross proceeds of $175.57 million to the selling shareholders, or $201.91 million if the over-allotment option is exercised in full.

Manulife is selling 1,520,000 shares for $64.98 million and will continue to hold 2,213,156 shares (3.4%).

Plantro, a company controlled by CEO Matthew Proud, and Seastone, a company controlled by Tyler Proud, are selling 1,750,770 shares and 577,500 shares for approximately $74.85 million and $24.69 million respectively. Plantro and Seastone will sell additional 499,050 shares and 117,000 shares for approximately $21.3 million and $5.0 million respectively if the over-allotment option is exercised in full.

Plantro and Seastone will continue to hold 6,658,121 shares (10.3%) and 5,875,879 shares (9.1%), or assuming full exercise of the over-allotment option, 6,159,071 shares (9.6%) and 5,758,879 shares (9.0%) respectively.

Charlie MacCready (General Counsel), Eric Tong (COO), John Robinson will be selling 94,120, 94,120, 70,490 shares for $4 million, $4 million and $3 million respectively. Those shares are to be acquired and sold pursuant to the exercise of stock options held by MacCready, Tong, Robinson at exercise price of $2.75, $2.75 and $33.75 respectively.

On closing, Dye & Durham expects to have a total of 64,344,394 common shares issued and outstanding on a non-diluted basis. Following the closing the offering and full exercise of over-allotment option, there will no person/entity holding 10% or more outstanding shares.

photo credit: Dye & Durham

News Release

Dye & Durham Announces Approximately $175 million Secondary Offering of Common Shares

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

TORONTO, Jan. 5, 2021 /CNW/ – Dye & Durham Limited (“Dye & Durham” or the “Company”) (TSX: DND) today announced that it has entered into an agreement with an underwriting syndicate led by Canaccord Genuity Corp. (collectively, the “Underwriters”) in respect of a secondary offering on a bought deal basis of an aggregate of 4,107,000 common shares of the Company (the “Shares”) by Plantro Ltd. (“Plantro”), The Manufacturers Life Insurance Company, Seastone Invest Limited, and certain insiders of the Company (collectively, the “Selling Shareholders”) at a price of $42.75 per Share (the “Offering”). The Company will not receive any proceeds from the Offering.

Plantro has also granted the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the Offering, to purchase up to an additional 15% of the aggregate common shares to be sold pursuant to the Offering.

Closing of the Offering is expected to occur on or about January 8, 2021 or such other date as may be agreed upon by the Company, the Selling Shareholders and the Underwriters, subject to customary closing conditions.

No securities regulatory authority has either approved or disapproved the contents of this press release. The common shares have not been, and will not be, registered under the United States Securities Act, of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and are being offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act. 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 common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Dye & Durham

Dye & Durham Limited 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 provides critical information services and workflows, which clients use to manage their process, information and regulatory requirements. The Company has operations in Canada, the United Kingdom, Ireland and Australia, 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 laws, 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 short-form base shelf prospectus of the Company dated November 18, 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.

SOURCE Dye & Durham

For further information: Adam Peeler, LodeRock Advisors Inc., Adam.peeler@loderockadvisors.com, 416.427.1235