NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, Feb. 18, 2020 (GLOBE NEWSWIRE) -- Lightspeed POS Inc. (“Lightspeed” or the “Company”) (TSX: LSPD) today announced that it and certain of its shareholders, namely Caisse de dépôt et placement du Québec (“Caisse”), Investissement Québec (“IQ”) and Inovia Capital (through entities controlled by them) (“Inovia” and, together with Caisse and IQ, the “Selling Shareholders”), have entered into an agreement with an underwriting syndicate led by BMO Capital Markets and National Bank Financial Inc. (collectively, the “Underwriters”) to complete a new issue and secondary offering (the “Offering”), on a bought deal basis, of an aggregate of 6,711,000 subordinate voting shares at a purchase price of C$37.30 per subordinate voting share for aggregate gross proceeds of C$250 million to the Company and the Selling Shareholders.
Under the agreement, 4,695,000 subordinate voting shares will be issued from treasury and offered by Lightspeed for aggregate gross proceeds of C$175 million and an aggregate of 2,016,000 subordinate voting shares will be offered by the Selling Shareholders for aggregate gross proceeds of C$75 million. 672,000 subordinate voting shares will be offered by Caisse, 672,000 subordinate voting shares will be offered by IQ, and 672,000 subordinate voting shares will be offered by Inovia.
The Selling Shareholders have 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 subordinate voting shares to be sold pursuant to the Offering. The over-allotment option is comprised of 335,550 subordinate voting shares from Caisse, 630,964 subordinate voting shares from IQ, 40,136 subordinate voting shares from Inovia.
The Company intends to use the net proceeds of the sale of subordinate voting shares by it under the Offering primarily to strengthen the Company’s financial position and allow it to pursue its growth strategies, which include: expanding its customer base; accelerating the rollout of Lightspeed Payments; supporting the growth of existing customers; expanding its solutions; and selectively pursuing acquisitions. Lightspeed will not receive any of the proceeds of the sale of subordinate voting shares by the Selling Shareholders.
Caisse currently holds 26,943,769 subordinate voting shares of the Company, representing approximately 30.8% of the issued and outstanding shares and approximately 20.5% of the voting power. Following the closing of the Offering (assuming no exercise of the over-allotment option), Caisse will hold 26,271,769 subordinate voting shares, representing approximately 28.5% of the issued and outstanding shares and approximately 19.3% of the voting power. IQ currently holds 6,948,779 subordinate voting shares representing approximately 7.9% of the issued and outstanding shares and approximately 5.3% of the voting power. Following the closing of the Offering (assuming no exercise of the over-allotment option), IQ will hold 6,276,779 subordinate voting shares, representing approximately 6.8% of the issued and outstanding shares and approximately 4.6% of the voting power. Inovia currently holds 4,877,814 subordinate voting shares representing approximately 5.6% of the issued and outstanding shares and approximately 3.7% of the voting power. Following the closing of the Offering (assuming no exercise of the over-allotment option), Inovia will hold 4,205,814 subordinate voting shares, representing approximately 4.6% of the issued and outstanding shares and approximately 3.1% of the voting power.
Caisse has agreed to a lock-up period of 90 days following closing of the Offering, during which time they will be restricted from disposing of any further securities of Lightspeed without the prior consent of BMO Capital Markets and National Bank Financial Inc. All of the existing lock-up arrangements entered into at the time of Company’s initial public offering will continue to remain in full force and effect in accordance with the terms set forth therein, save that each of IQ and Inovia have agreed to extend the release of any subordinate voting shares held by them which are locked-up until March 15, 2020 pursuant to such arrangements until April 15, 2020. Lightspeed and certain members of its senior management have also agreed to a customary lock-up period of 90 days following closing of the Offering, subject to customary exceptions.
The subordinate voting shares will be offered (i) in Canada by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s amended and restated short form base shelf prospectus dated February 6, 2020 and (ii) in the United States by way of private placement to Qualified Institutional Buyers pursuant to the exemption from registration provided by Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and corresponding exemptions from registration under state securities laws.
The Company expects to file the Prospectus Supplement with the securities regulatory authorities in each of the provinces and territories of Canada on or before February 20, 2020. A copy of the Prospectus Supplement will be available on SEDAR at www.sedar.com.
Closing of the Offering is expected to occur on or about February 27, 2020, or such other date as may be agreed upon by the Company, the Selling Shareholders and the Underwriters, subject to customary closing conditions, including required approvals of the Toronto Stock Exchange.
No securities regulatory authority has either approved or disapproved the contents of this press release. The subordinate voting shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the subordinate voting shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. 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 subordinate voting shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Lightspeed
Lightspeed (TSX: LSPD) is a cloud-based commerce platform powering small and medium-sized businesses in over 100 countries around the world. With smart, scalable, and dependable point of sale systems, it’s an all-in-one solution that helps restaurants and retailers sell across channels, manage operations, engage with consumers, accept payments, and grow their business.
Headquartered in Montréal, Canada, Lightspeed is trusted by favorite local businesses, where the community goes to shop and dine. Lightspeed has offices in Canada, the USA, Europe, and Australia.
For more information, please visit: www.lightspeedhq.com
On social media: LinkedIn, Facebook, Instagram, YouTube, and Twitter
Forward-Looking Statements
This press release may include forward-looking information and forward-looking statements within the meaning of applicable securities laws (“forward-looking statements”), including statements regarding the proposed Offering, closing of the Offering and the intended use of proceeds thereof.
Forward-looking statements are statements that are predictive in nature, depend upon or refer to future events or conditions and are identified by words such as “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions concerning matters that are not historical facts. Such statements are based on current expectations of the Company’s management and inherently involve numerous risks and uncertainties, known and unknown, including economic factors. A number of risks, uncertainties and other factors may cause actual results to differ materially from the forward-looking statements contained in this news release, including, among other factors, those risk factors identified in our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations and under “Risk Factors” in our most recent Annual Information Form, both of which are available under our profile on SEDAR at www.sedar.com. Readers are cautioned to consider these and other factors carefully when making decisions with respect to Lightspeed’s subordinate voting shares and not to place undue reliance on forward-looking statements. Forward- looking statements contained in this press release are not guarantees of future performance and, while forward-looking statements are based on certain assumptions that the Company considers reasonable, actual events and results could differ materially from those expressed or implied by forward-looking statements made by the Company. Readers cannot be assured that the Offering discussed above will be completed on the terms described above, or at all. Except as may be expressly required by applicable law, Lightspeed does not undertake any obligation to update publicly or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Brandon Nussey
Chief Financial Officer
Brandon.Nussey@lightspeedhq.com
Source: Lightspeed POS Inc.