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Exchange Bulletin

Nuvei Corporation (NVEI, NVEI.U) To Trade On Toronto Stock Exchange


September 15, 2020
Issuer: Nuvei Corporation (the "Company")
Security: Subordinate voting shares (the "Subordinate Voting Shares")
Symbols: NVEI, NVEI.U
Transaction: An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Subordinate Voting Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's amended and restated preliminary base PREP prospectus dated September 4, 2020, amending and restating the preliminary base PREP prospectus dated September 1, 2020. It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Subordinate Voting Shares.
 
As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and that a supplemented PREP prospectus is filed, TSX will post the Subordinate Voting Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Subordinate Voting Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Subordinate Voting Shares will be listed on TSX.
Trading currencies: CDN$, US$
Temporary market maker: Canaccord Genuity Corp.
Other markets: None
Settlement: Subject to the closing of the Offering: (i) all trades in "NVEI" and "NVEI.U" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "NVEI" and "NVEI.U" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.
 
Parties who are entitled to receive Subordinate Voting Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Subordinate Voting Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "NVEI" and "NVEI.U" "if, as and when issued" market.
 
If and when the Offering closes, there will be no further trading in "NVEI" and "NVEI.U" on an "if, as and when issued" basis and the Subordinate Voting Shares issued at such closing will trade on a regular settlement basis.
Listing category: Industrial, Non Exempt
Security ownership registration: Uncertificated Issue – Non Certificated Inventory
Investor relations: David Schwartz
(514) 227-6890
Email: dschwartz@nuvei.com

Louis Georgakakis
(514) 313-1190 x8001
Email: lgeorgakakis@nuvei.com 
Incorporation: Canada Business Corporations Act
Fiscal year end: December 31
Nature of business: The Company is a global provider of payment technology solutions to merchants and partners in North America, Europe, Asia Pacific and Latin America.
Transfer agent and registrar: AST Trust Company (Canada) at its principal office in Montréal
Dividends: The Company does not currently anticipate paying dividends on the Subordinate Voting Shares in the foreseeable future.
Sponsorship: Waived
Disclosure document: Amended and restated preliminary base PREP prospectus dated September 4, 2020, amending and restating the preliminary base PREP prospectus dated September 1, 2020, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document.
Additional Information: The Subordinate Voting Shares trading under symbol "NVEI.U" will be quoted and traded on TSX in US funds and trading information regarding "NVEI.U" will appear under the heading "Trading in US Funds" in the TSX Monthly Review.
Initial public offering: The Offering of Subordinate Voting Shares is expected to be comprised of a treasury offering by the Company of approximately 25,000,000 Subordinate Voting Shares, and a secondary offering by Novacap TMT IV, L.P., Novacap International TMT IV, L.P., NVC TMT IV, L.P., Novacap TMT V, L.P., Novacap International TMT V, L.P., Novacap TMT V-A, L.P., NVC TMT V, L.P. and NVC TMT V-A, L.P. of an aggregate of approximately 3,571,429 Subordinate Voting Shares, at an Offering price between US$20 and US$22 per Subordinate Voting Share for gross proceeds of approximately US$525 million to the Company (assuming the over-allotment option is not exercised).
 
The syndicate of underwriters is comprised of Goldman Sachs Canada Inc., Credit Suisse Securities (Canada), Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Citigroup Global Markets Canada Inc., Merrill Lynch Canada Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., CIBC World Markets Inc., Raymond James Ltd., Cowen and Company, LLC, Stifel Nicolaus Canada Inc. and William Blair & Company, L.L.C. (collectively, the "Underwriters").
 
In addition, the Company is expected to grant the Underwriters an over-allotment option pursuant to which the Underwriters may purchase up to an additional 15% of the number of Subordinate Voting Shares offered under the Offering.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange