CPE News (5/31/2021) – LMPG Inc. has filed a preliminary prospects in connection with a proposed initial public offering and secondary offering of Subordinate Voting Share, anticipating to be priced between $15.00 and $17.50 per Subordinate Voting Share, for gross proceeds of $300 million.
Assuming an offering price of $16.25 per Subordinate Voting Share, being the midpoint of the estimated price range, 7,692,308 Subordinate Voting Shares will be distributed under the treasury offering and 10,769,231 Subordinate Voting Shares under the Secondary Offering, for a total of 18,461,539 Subordinate Voting Shares under the Offering (or 9,076,923 Subordinate Voting Shares issued by LMPG and 12,153,846 Subordinate Voting Shares sold by the Selling Shareholders, for a total of 21,230,769 Subordinate Voting Shares if the over-allotment option is exercised in full).
LMPG and Power Energy have also entered into a secondary private placement to sell 1,538,462 and 13,846,154 Subordinate Voting Shares respectively to Investissement Québec, British Columbia Investment Management Corporation, Fonds de solidarité FTQ.
Upon completion of the offering, the concurrent private placement, LMPG will have 48,936,940 Subordinate Voting Shares and 8,269,606 Multiple Voting Shares issued and outstanding, assuming no exercise of the over-allotment option. If the over-allotment option is exercised in full, LPMG will have 50,321,555 will have Subordinate Voting Shares and 8,269,606 Multiple Voting Shares issued and outstanding.
LMPG Inc., formerly known as Lumenpulse Inc. was taken private by Power Energy Corporation, a wholly-owned subsidiary of Power Sustainable Capital, for $590 million in cash. AS part of the transaction, François-Xavier Souvay, founder & CEO, and Nicolas Bélanger and certain entities managed by him, and Fonds de solidarité FTQ funds including Fonds de solidarité FTQ Investissements Croissance I, S.E.C. and Fonds de solidarité FTQ Investissements Croissance II, S.E.C., rolled over their shares.
Prior to the closing of the IPO and following capital reorganization, Power Energy Corporation, Nicolas Bélanger and Fonds de solidarité will beneficially control 29,030,550, 6,887,618 and 1,803,842, Subordinate Voting Shares repetitively.
François-Xavier Souvay will own 100% of 8,269,606 Multiple Voting Shares with 61.4% of total voting rights on a fully diluted basis, regaining control of the company.
LMPG Inc. is an industrial technology company that designs, develops, manufactures and sells a wide range of high performance and sustainable specification-grade smart LED lighting solutions for commercial, institutional and urban environments. LMPG has over 700 employees worldwide, with corporate headquarters in Montreal, Canada, and offices in Vancouver, Québec City, Boston, Florence, and Chicago.
photo credit: LMPG
News Release
LMPG Files Preliminary Prospectus for Initial Public Offering Français
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
MONTREAL, May 31, 2021 /CNW/ – LMPG Inc. (“LMPG” or the “Company”) today filed a preliminary base PREP prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with the proposed initial public offering and secondary offering of its subordinate voting shares (the “Offering”). The size of the Offering is expected to be $300 million (excluding any over-allotment option), consisting of a $125 million treasury offering and a $175 million secondary offering by certain shareholders of the Company. The number of the Company’s subordinate voting shares to be sold under the Offering and the price per share have not yet been determined.
In addition to the Offering, the Company and Power Energy Corporation, a subsidiary of Power Sustainable Capital Inc., have entered into private placement agreements with each of Investissement Québec, British Columbia Investment Management Corporation and Fonds de solidarité FTQ (collectively, the “Private Placement Investors”) pursuant to which a Private Placement Investor has agreed to purchase, on a private placement basis, subordinate voting shares issued by the Company at the Offering price for aggregate gross proceeds to the Company of $25 million and the Private Placement Investors have agreed to purchase, on a private placement basis, subordinate voting shares sold by Power Energy Corporation at the Offering price for aggregate gross proceeds to Power Energy Corporation of $225 million (the “Concurrent Private Placement”). The Private Placement Investors’ obligations under the Concurrent Private Placement are subject to certain closing conditions, including the concurrent closing of the Offering.
The Offering is led by RBC Dominion Securities Inc. and Scotiabank, as joint active bookrunners, and National Bank Financial Inc., as joint bookrunner, together with a syndicate comprised of Canaccord Genuity Corp., BMO Nesbitt Burns Inc., Desjardins Securities Inc. and TD Securities Inc.
The preliminary prospectus contains important information about the Offering and is still subject to completion or amendment. The preliminary prospectus is available on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the subordinate voting shares until a receipt for the final prospectus has been issued.
No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities 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 U.S. state securities law and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.
About LMPG Inc. (previously Lumenpulse Group Inc.)
Founded in 2006, LMPG Inc. is an industrial technology company that designs, develops, manufactures and sells a wide range of high performance and sustainable specification-grade smart LED lighting solutions for commercial, institutional and urban environments. LMPG has earned many awards and recognitions, including several Red Dot Product Design Awards, Product Innovation Awards (PIA) and Next Generation Luminaires Design Awards, among others. LMPG has over 700 employees worldwide, with corporate headquarters in Montreal, Canada, and offices in Vancouver, Québec City, Boston, Florence, and Chicago.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information includes, but is not limited to, statements related to the completion and size of the Offering and the Concurrent Private Placement. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, failure to complete the Offering and the Concurrent Private Placement and the factors described under “Risk Factors” in the Company’s preliminary prospectus. There can be no guarantee that the results or developments that the Company anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects. The Company does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
SOURCE LMPG Inc.
For further information: Danielle Ste-Marie, Investor Relations, investors@lmpg.com, T: 514-937-3003 ext. 304, 1.877.937.3003