CPE News (5/31/2021) – VerticalScope Holdings Inc. has filed an amendment to its preliminary prospectus in connection with a proposed initial public offering (IPO) of subordinate voting shares to raise gross proceeds of $100 million.
VerticalScope anticipates to issue between 4,347,826 and 5,263,157 subordinate voting shares at an offering price of between $19.00 and $23.00 per share for gross proceeds of $100 million, or $115 million if the over-allotment option is exercised in full.
VerticalScope Holdings has applied to list its subordinate voting shares on the Toronto Stock Exchange (TSX) under the symbol “FORA.”
Upon closing of the offering and assuming an offering price of $21.00, VerticalScope will have 15,762,091 subordinate voting shares and 2,957,265 multiple voting shares outstanding on a non-diluted basis (17,634,026 subordinate voting shares and 2,957,265 multiple voting shares on a fully-diluted basis).
If the over-allotment option is exercised in full, and assuming an offering price of $21.00, VerticalScope will have there will be subordinate voting shares Subordinate Voting Shares and 2,957,265 multiple voting shares on a non-diluted basis (18,419,741 subordinate voting shares Shares and 2,957,265 multiple voting shares on a fully-diluted basis).
Prior and following the closing of the offering, founder Rob Laidlaw will own 100% of 2,957,265 multiple voting shares while NordStar Capital LP and Hedgewood Inc. will own 7,860,505 and 3,111,557 subordinate voting shares respectively.
Assuming an offering price of $21.00, Laidlaw through the the holding of multiple voting shares, will have 63.9% voting power (62.9% if the over-allotment option is exercised in full) on fully diluted basis. Each of NordStar and Hedgewood is expected to have voting power of 17.0% and 6.7% (16.7% and 6.6%) respectively, on a fully diluted basis.
Toronto based VerticalScope is a technology company that has built and operates a cloud-based digital community platform serving more than 100 million MAU and 55 million registered community members across over 1,200 online communities (comprising hyper-focused apps, forums, marketplaces, editorial, and e-commerce rating and brand review websites) as of March 31, 2021.
For the year ended December 31, 2021, VerticalScope reported $56.9 million in revenues, $5.4 million in operating income and $161 in net loss. For the three months ended March 31, 2021, the respective figures are $15.9 million, $3.0 million and $1.2 million (net income)
As of March 31, 2021, VerticalScope employed 238 employees, of which 175 were based in Canada, 44 were based in the U.S., 16 were based in Estonia and 3 were based in the Cayman Islands.
photo credit: VerticalScope
News Release
VerticalScope Files Amended and Restated Preliminary Prospectus for Initial Public Offering
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO, May 31, 2021 /CNW/ – VerticalScope Holdings Inc. (“VerticalScope” or the “Company”) announced today that it has filed with the securities regulatory authorities in each of the provinces and territories in Canada, and obtained a receipt for, an amended and restated preliminary base PREP prospectus (the “Amended and Restated Preliminary Prospectus”), which amends and restates the preliminary base PREP prospectus filed by the Company on May 26, 2021 in connection with its initial public offering of subordinate voting shares (the “Offering”). The gross proceeds of the Offering are expected to be approximately $100 million at an offering price between $19.00 and $23.00 per subordinate voting share.
The Offering is being made through a syndicate of underwriters led by RBC Dominion Securities Inc., Canaccord Genuity Corp. and National Bank Financial Inc., as lead underwriters and joint bookrunners, and which also includes TD Securities Inc., Raymond James Ltd., Desjardins Securities Inc., Cormark Securities Inc. and HSBC Securities (Canada) Inc. (collectively, the “Underwriters”).
Norton Rose Fulbright Canada LLP is acting as legal counsel to VerticalScope and Goodmans LLP is acting as legal counsel to the Underwriters.
The Amended and Restated Preliminary Prospectus contains important information relating to the Offering, has not yet become final for purposes of a distribution of securities to the public, and is still subject to completion or amendment. 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 province or territory of Canada prior to the time that a receipt for the final base PREP prospectus or other authorization is obtained from the securities regulatory authorities in each of the provinces and territories. Copies of the Amended and Restated Preliminary Prospectus may be obtained from any of the Underwriters and will be available under VerticalScope’s profile on SEDAR at www.sedar.com.
The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.
About VerticalScope
Founded in 1999 and headquartered in Toronto, Ontario, VerticalScope is a technology company that has built and operates a cloud-based digital platform for online enthusiast communities in high-consumer spending categories. VerticalScope’s mission is to enable people with common interests to connect, explore their passions and share knowledge about the things they love. Through targeted acquisitions and development, VerticalScope has built a portfolio of over 1,200 online communities and more than 100 million monthly active users.
Forward-Looking Statements
This news release may contain forward-looking information within the meaning of applicable securities legislation that 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. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the Amended and Restated Preliminary Prospectus. Actual results could differ materially from those projected herein. VerticalScope 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 under applicable securities laws.
SOURCE VerticalScope Inc.
For further information: Investor inquiries: Chris Goodridge, President and COO, Tel: 416-341-7174 IR@verticalscope.com; Media inquiries: Wojtek Dabrowski, Provident Communications, Tel: 647-825-5009 wojtek@providentcomms.com