NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
WeCommerce Holdings Ltd., is pleased to announce that the Company has entered into an agreement with a syndicate of underwriters led by TD Securities Inc. and Canaccord Genuity Corp. (the “Joint Bookrunners” and collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, in aggregate, 2,500,000 common shares (the “Shares”) of WeCommerce, at a price of $12.00 per Share (the “Offering Price”) and offer them to the public by way of short form prospectus for total gross proceeds of approximately $30 million (the “Offering”).
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In addition, the Company has also granted the Underwriters an over‐allotment option (the “Over-Allotment Option”) to purchase up to an additional 375,000 Shares from treasury (representing 15% of the Offering) at the Offering Price exercisable in whole or in part for a period of 30 days following the closing of the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds will be approximately $34.5 million.
The Company also announced that two significant shareholders of the Company, Tiny Capital Ltd. (“Tiny”) and Freemark Partners Holding Company (“Freemark”) (together, the “Private Sale Purchasers”) have agreed to enter into a private sale agreement with Ben Moore currently CEO of the Company’s subsidiary, Pixel Union Design Ltd. to purchase from Moore an aggregate of 41,667 Shares at the same price per Share as the Offering Price (the “Concurrent Private Sale”).
Tiny is a company of which Andrew Wilkinson (Chairman of the Company) holds an approximate 80% controlling interest and Chris Sparling (CEO of the Company) holds an approximate 20% minority (non-controlling) interest. Freemark is a long standing significant shareholder of the Company. Upon closing of the Concurrent Private Sale but without giving effect to the Offering, Wilkinson, Freemark and Ben Moore will control approximately 32%, 12% and 3% of shares outstanding. No commission or other fee will be paid in connection with the Concurrent Private Sale.
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The net proceeds from the Offering will be used by the Company to fund strategic acquisitions and for general corporate purposes. The Company will not receive any proceeds from the Concurrent Private Sale.
The Offering and the Concurrent Private Sale are expected to close on or about July 7, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including approval of the TSXV. Closing of the Offering is not conditional on closing of the Concurrent Private Sale and closing of the Concurrent Private Sale is not conditional on closing of the Offering.
The Shares to be issued under the Offering will be offered by way of a short form prospectus in each of the Provinces of Canada and may be offered for sale in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”) by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act.
The securities offered have not been and will not be registered under the 1933 Act, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
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