StorageVault Canada Inc. Announces $135 Million Bought Deal Offering of Common SharesJune 28, 2017
TORONTO, ONTARIO–(Marketwired – June 28, 2017) –
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES
STORAGEVAULT CANADA INC. (“StorageVault” or the “Corporation“) (TSX VENTURE:SVI), along with certain shareholders of the Corporation, announced today that they have entered into an agreement with a syndicate of underwriters to sell, on a bought deal basis, 50,944,000 common shares (the “Shares“) of the Corporation. The offering consists of 32,076,000 common shares from treasury (the “Treasury Shares“) and 18,868,000 common shares sold on a secondary basis (the “Secondary Shares“) from SaskWorks Venture Fund Inc. and APEX II Investment Fund Limited Partnership (collectively, the “Selling Shareholders“) each of which are managed by PFM Capital Inc. through its related entities PFM Venture Capital Operations Inc. and PFM Fund Operations Inc. (collectively, “PFM Capital“). The syndicate of underwriters is led by National Bank Financial Inc. and GMP Securities L.P., and includes Raymond James Ltd., Cormark Securities Inc., TD Securities Inc., BMO Nesbitt Burns, CIBC Capital Markets, Scotiabank, Canaccord Genuity Corp. and Industrial Alliance Securities Inc. (the “Underwriters“). The Shares will be offered at a price of $2.65 per Share, for gross proceeds to the Corporation of approximately $85 million (the “Treasury Offering“) and gross proceeds to the Selling Shareholder of approximately $50 million (the “Secondary Offering” and together with the Treasury Offering, the “Offering“). The net proceeds of the Treasury Offering will be used to pay down debt outstanding under current credit facilities, fund previously announced and future acquisitions, and for general and corporate purposes. The Corporation will not receive any proceeds from the Secondary Offering.
The Corporation and the Selling Shareholders have also granted to the underwriters an over-allotment option to purchase 7,641,600 additional Shares, representing 15% of the size of the Offering. The over-allotment option may be exercised until 30 days following the closing of the Offering.
The Secondary Shares are offered for sale by the Selling Shareholders as part of PFM Capital’s ordinary portfolio management function in reducing investment concentrations in any one investee. Following the closing of the Offering, SaskWorks Venture Fund Inc. will continue to own 23,802,719 common shares of the Corporation along with warrants to purchase 2,177,998 common shares of the Corporation and Apex II Investment Fund Limited Partnership will own no common shares of the Corporation but will retain warrants to purchase 322,002 common shares of the Corporation.
Closing of the Offering is expected to occur on or about July 19, 2017. The Offering is subject to normal regulatory approvals, including approval of the TSX Venture Exchange of the listing of the Shares, and the Shares will be offered by way of a short form prospectus in each of the provinces of Canada other than the province of Quebec.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares in the United States. The Shares 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 state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About StorageVault Canada Inc.
StorageVault owns and operates storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.
About SaskWorks Venture Fund Inc. & APEX II Investment Fund Limited Partnership
SaskWorks Venture Fund is a Saskatchewan-based retail mutual fund that invests in privately-held small and medium-sized businesses owned or primarily operated in Saskatchewan. As a labour-sponsored venture capital corporation (LSVCC), investments in SaskWorks are eligible to receive a tax credit equal to 35% in addition to their RRSP tax deferral.
The Apex Series of Funds offer institutional and accredited investors exposure to a professionally-managed, diversified portfolio of primarily private companies. Apex II targets mature companies with established operations and high growth potential in the oil & gas, value-added agriculture, real estate and manufacturing sectors.
SaskWorks and APEX II are managed by PFM Capital through its related entities PFM Venture Capital Operations Inc. and PFM Fund Operations Inc. PFM Capital is an employee-owned investment management firm. Founded in 1989 as a corporate finance company, PFM has been managing private equity and venture capital funds since 1993.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained herein constitute forward-looking statements, including statements concerning the sale of Shares under the Offering, the anticipated closing of the Offering, the anticipated closing date of the Offering, the anticipated use of proceeds of the Offering and the Selling Shareholders’ anticipated ownership of securities of the Corporation. StorageVault believes the expectations reflected in those forward-looking statements are reasonable but there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking statements. As a result, such forward-looking statements included herein should not be unduly relied upon. Closing of the Offering could be delayed if StorageVault cannot obtain necessary regulatory approvals, including approval of the TSX Venture Exchange of the listing of the Shares, within anticipated timelines and closing of the Offering will not be completed unless certain conditions customary for transactions of this kind are satisfied. These forward-looking statements are based on information currently available to StorageVault and on assumptions StorageVault believes are reasonable. These assumptions include, but are not limited to, the ability of the Corporation to fulfil all of the conditions and obtain all of the approvals required in relation to the Offering and the Corporation completing current and future acquisitions on a manner consistent with previous disclosure of the Corporation and consistent with past acquisitions. A description of additional assumptions used to develop such forward-looking statements and a description of additional risk factors that may cause actual results to differ materially from such forward-looking statements can be found in the Corporation’s disclosure documents on the SEDAR website at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
StorageVault Canada Inc.
Mr. Steven Scott
StorageVault Canada Inc.
Mr. Iqbal Khan