CPE News (6/14/2021) – VerticalScope Holdings Inc. has filed its final prospectus in connection with the proposed initial public offering (IPO) of Subordinate Voting Shares.
VerticalScope Holdings intends to raise $125 million without specifying the offering price or the price range.
VerticalScope previously said it 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.
Toronto Stock Exchange has conditionally approved the listing of the Subordinate Voting Shares under the symbol “FORA.”
Immediately prior to completion of the offering, VerticalScope will have 2,957,265 Class A Common Shares, 11,000,187 Class B Common Shares and 75,000 Subordinate Voting Shares (issued to Norton Rose Fulbright Canada LLP for the offering legal services) issued and outstanding.
The 2,957,265 Class A Common Shares have been converted into 2,957,265 Multiple Voting Shares and 11,000,187 Class B Common Shares have been converted into 11,000,187 Subordinate Voting Shares.
VerticalScope Holdings pre-IPO shareholding is as follows
RDL Ventures/Rob Laidlaw – 2,957,265 Multiple Voting Shares
NordStar – 7,860,505 Subordinate Voting Shares
Hedgewood Inc. – 3,111,557 Subordinate Voting Shares
Norton Rose Fulbright Canada LLP – 75,000 Subordinate Voting Shares
Founded in 1999 by Rob Laidlaw, 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. Its digital community platform consists of and enables hyper-focused apps, forums, marketplaces, editorial, and e-commerce rating and brand review websites.
As of March 31, 2021, VerticalScope had 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.
EDIT: VerticalScope Holdings announced it will issue 5,685,000 subordinate voting shares at a price of C$22.00 per subordinate voting share for gross proceeds of $125,070,000. The offering is expected to close on June 21, 2021.
photo credit: VerticalScope
News Release
VERTICALSCOPE ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING
Not for distribution to U.S. news wire services or dissemination in the United States.
TORONTO, ON, June 14, 2021 – 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, its final base PREP prospectus (the “Final Prospectus”), and has entered into an underwriting agreement in respect of its initial public offering of 5,685,000 subordinate voting shares of the Company (the “Offering”) at a price of C$22.00 per subordinate voting share (the “Offering Price”), for gross proceeds of C$125,070,000. The Offering is expected to close on June 21, 2021, subject to customary closing conditions.
The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Company’s subordinate voting shares subject to fulfilling customary listing requirements. The subordinate voting shares are expected to begin trading on the TSX on an “if, as and when issued basis” on June 15, 2021 in Canadian dollars under the symbol “FORA”.
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”).
The Company has granted to the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 852,750 subordinate voting shares at the Offering Price. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering will be C$143,830,500. The Over-Allotment Option may be exercised in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from the closing date of the Offering.
Norton Rose Fulbright Canada LLP is acting as legal counsel to VerticalScope and Goodmans LLP is acting as legal counsel to the Underwriters.
A copy of the Final Prospectus is available, and a copy of the supplemented PREP prospectus containing pricing information and other important information relating to the subordinate voting shares and the Offering will be available on or about June 15, 2021, under VerticalScope’s profile on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or disapproved the contents of this news release. 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 Final 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.
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