Exchange Bulletin

Softchoice Corporation (SFTC) To Trade On Toronto Stock Exchange

May 28, 2021
Issuer: Softchoice Corporation (the "Company")
Security: Common Shares (the "Shares")
Symbol: SFTC
Issue price per security: $20.00
Number of securities issued and outstanding: 58,846,247
Number of securities reserved for issuance: 11,137,260
Listing category: Industrial, Non-Exempt
Trading currencies: CDN$
Transaction: Initial public offering of Shares (the "Offering")
Listing date: May 31, 2021 (as at 5:01 p.m.) in anticipation of closing of the Offering
Anticipated closing date: June 1, 2021 (prior to the opening)
Posted for trading date: June 1, 2021 (at the opening) subject to confirmation of closing of the Offering
End of trading on an "if, as and when issued" basis: The Shares of the Company ("Shares") commenced trading on Toronto Stock Exchange ("TSX") on an "if, as and when issued" basis on Thursday, May 27, 2021. Subject to the closing of the Offering occurring as scheduled prior to the opening of business on Tuesday, June 1, 2021, trading on an "if, as and when issued" basis will conclude at the close of business on Monday, May 31, 2021, unless the Offering closing has been delayed.
Other markets: None.
Temporary market maker: Integral Wealth Securities Limited
Security ownership registration: Non-certificated inventory system administered by CDS.
Investor relations: Tim Foran
Investor Relations Advisor
(416) 986-8515
Justin Hane
Head of Brand & Communications
(647) 917-1761
Incorporation: The Company was initially incorporated under the CBCA on November 11, 1989 and was amalgamated with Softchoice Holdings Inc. on December 31, 2019 and continues to exist as the Company.
Fiscal year end: December 31
Nature of business: The Company is a leading information technology ("IT") solutions provider in North America. They design, procure, implement and manage complex multi-vendor IT environments which enable their customers' digital transformations using a results-oriented engagement model that drives long-term relationships. Their IT solutions, which draw upon their knowledge of foundational software applications, allow their customers to remain agile, competitive, productive, compliant with applicable licenses and secure in today's rapidly evolving digital economy.
Transfer agent and registrar: TSX Trust Company at its principal office in Toronto.
Dividends: The Company anticipates paying quarterly cash distributions equal to approximately $0.07 per Share to Shareholders of record of the Shares as at the close of business on the last business day of each calendar quarter and that the related payment date will be the fifteenth day of the month following the record date, or if such day is not a business day, immediately preceding the business day.
The Company's first cash dividend, which will be for the period from and including the Closing Date to September 30, 2021, is expected to be paid on or about October 15, 2021 to Shareholders of record on September 30, 2021 and is estimated to be C$0.093 per Common Share.
Sponsorship: Waived
Offering documents: Final Base PREP Prospectus dated May 26, 2021 and Supplemented PREP Prospectus dated May 26, 2021, which are available at Capitalized terms not otherwise defined herein are as defined in the offering documents.
Initial public offering: A total of 17,500,000 Shares of the Company (the "Shares") are being sold to the public at a price of C$20.00 per Share (the "Offering Price") for total gross proceeds of C$350,000,000 pursuant to an initial public offering (the "Offering"). The Offering consists of an initial public offering of an aggregate of 4,375,000 Shares from treasury by the Company for aggregate net proceeds of C$83,125,000 and a secondary offering of an aggregate of 13,125,000 Shares for aggregate net proceeds of C$249,375,000 by the Birch Hill Group (the "Selling Shareholders").
The Offering is being underwritten by TD Securities Inc. and Goldman Sachs Canada Inc. (collectively, the "Joint Bookrunners"), RBC Dominion Securities Inc., National Bank Financial Inc., CIBC World Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., Cormark Securities Inc., Laurentian Bank Securities Inc., ATB Capital Markets Inc.,Raymond James Ltd. and INFOR Financial Inc. (together with the Joint Bookrunners, the "Underwriters").
The Selling Shareholders have granted the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days after the Closing Date, to purchase up to an additional 15% of the number of Shares sold pursuant to the Offering.
Additional information: See TSX Bulletins 2021-0533 dated May 25, 2021 and 2021-0536 dated May 27, 2021.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange