14:14:54 EDT Tue 29 Sep 2020

Nuvei receives conditional approval for TSX listing

2020-09-15 20:59 ET - New Listing

The Toronto Stock Exchange reports that Nuvei Corp. has received conditional approval to list its subordinate voting shares, subject to the completion of a proposed initial public offering, as described in the company's amended and restated preliminary PREP prospectus dated Sept. 4, 2020, and the preliminary base PREP prospectus dated Sept. 1, 2020. According to the TSX, the company expects to file a final base PREP prospectus and a supplemented PREP prospectus for the offering in the next few days.

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, the TSX will post the subordinate voting shares for trading on an if, as and when-issued basis, under the symbols NVEI and NVEI.U, and Cusip No. 67079A 10 2. Before the shares are posted for trading on such basis, the TSX will issue a trader note to confirm the pricing and the expected closing date for the offering. If and when the offering closes, the shares will be listed on the TSX.

Subject to the closing of the offering: (i) all trades in NVEI and NVEI.U on and before the third trading day before 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.; and (ii) all trades in NVEI and NVEI.U for each of the two trading days before the closing date will be for special settlement two business days after the trade date and will appear on the settlement report from CDS. The subordinate voting shares trading under symbol NVEI.U will be quoted and traded on the TSX in U.S. funds.

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. 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.

According to the TSX, the company is a global provider of payment technology solutions to merchants and partners in North America, Europe, Asia-Pacific and Latin America. The company does not currently expect to pay dividends on its subordinate voting shares in the foreseeable future. Its transfer agent and registrar is AST Trust Company (Canada) at its principal office in Montreal, and its fiscal year-end is Dec. 31.

As stated in the preliminary prospectus and the amended preliminary prospectus, the company's initial public offering is expected to comprise a treasury offering by the company of approximately 25 million subordinate voting shares and a secondary offering by Novacap TMT IV LP, Novacap International TMT IV LP, NVC TMT IV LP, Novacap TMT V LP, Novacap International TMT V LP, Novacap TMT V-A LP, NVC TMT V LP and NVC TMT V-A LP of an aggregate of approximately 3,571,429 subordinate voting shares, at an offering price of between $20 (U.S.) and $22 (U.S.) per subordinate voting share, for gross proceeds of approximately $525-million (U.S.) to the company (assuming the overallotment option is not exercised).

The syndicate of underwriters comprises 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 LLC. The company is expected to grant the underwriters an overallotment option pursuant to which the underwriters may purchase up to an additional 15 per cent of the number of subordinate voting shares offered under the offering.

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