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
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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