Exchange Bulletin
VerticalScope Holdings Inc. (FORA) To Trade On Toronto Stock Exchange
June 11, 2021
| Issuer: | VerticalScope Holdings Inc. (the "Company") |
| Security: | Subordinate voting shares (the "Subordinate Voting Shares") |
| Symbol: | FORA |
| 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 May 31, 2021. 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 a supplemented PREP prospectus is filed, TSX will post the 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 currency: | CDN$ |
| Temporary market maker: | TD Securities Inc. |
| Other markets: | None |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "FORA" 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 "FORA" 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 "FORA" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "FORA" 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 Issuer |
| Security ownership registration: | Non-certificated inventory system as administered by CDS |
| Investor relations: | Chris Goodridge President & Chief Operating Officer 416-341-7166 ir@verticalscope.com |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is an integrated digital platform media company for enthusiast communities that builds, acquires and operates digital communities. |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto, Ontario. |
| 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 May 31, 2021, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document. |
| Initial public offering: | The Offering of Subordinate Voting Shares is expected to be comprised of a treasury offering by the Company of between 4,347,826 and 5,263,157 Subordinate Voting Shares at an Offering price between C$19.00 and C$23.00 per Share (the "Offering Price"). The syndicate of underwriters is comprised of RBC Dominion Securities Inc., Canaccord Genuity Corp., National Bank Financial Inc., TD Securities Inc., Raymond James Ltd., Desjardins Securities Inc., Cormark Securities Inc. and HSBC Securities (Canada) Inc. In addition, the Company has granted to the Underwriters an over-allotment option pursuant to which the Underwriters may purchase up to an additional 15% of the Offering from treasury at the Offering Price. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |