PRESS RELEASE
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TORONTO, CANADA, May 12, 2021 - Stack Capital Group Inc., ("Stack Capital") is pleased to announce that it has filed today a preliminary prospectus (the "Preliminary Prospectus") with the securities regulatory authorities in each of the provinces and territories of Canada for a proposed public offering (the "Offering") of units of Stack Capital ("Units") at a price of $12.00 per Unit (the "Offering Price"). The Offering will be conducted on a best efforts basis by a syndicate of agents (the "Agents") bookrun by TD Securities Inc., RBC Capital Markets, and Scotiabank.
Each Unit will consist of one common share (a "Common Share") in the capital of Stack Capital and one-half of a Common Share purchase warrant (an "IPO Warrant"). Each IPO Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price per share of $15.00, at any time prior to 4:00 p.m. (Toronto, Ontario time) on the date that is three years following the closing of the Offering (the "Closing"). The Units will immediately separate into Common Shares and IPO Warrants upon issuance.
Stack Capital is a newly formed investment holding company. Its business objective is to maximize its long-term capital appreciation by seeking to achieve superior risk-adjusted investment performance. Stack Capital intends to invest in equity, debt and/or other securities of growth to late stage private businesses ("Portfolio Companies") in furtherance of Stack Capital's business objective, with such investment tailored to the specific needs and opportunities of the Portfolio Company. Depending on the circumstances of any particular investment opportunity and subject to compliance with applicable law, Stack Capital's investment in a Portfolio Company may range from a minority ownership position to a significant influence position, including control.
SC Partners Ltd. (the "Manager") has taken the initiative in creating Stack Capital. The Manager will act as Stack Capital's exclusive manager to source and advise with respect to all investments for Stack Capital. The Manager will also manage such investments and otherwise direct Stack Capital's affairs and manage Stack Capital's business.
Concurrent with the closing of the Offering, certain directors and officers of the Manager (the "Management Investors") have agreed to purchase an aggregate of 583,334 Units on a non-brokered, private placement basis at the Offering Price (the "Management Investment"). Closing of the Offering is conditional on the closing of the Management Investment. As part of the terms of the Management Investment, each Management Investor will agree to voluntarily lock-up and retain all of the Units acquired in the Offering and the Management Investment until the fifth anniversary of the date of Closing, subject to certain customary exceptions.
Stack Capital has applied to list the Common Shares and IPO Warrants on the Toronto Stock Exchange (the "TSX)", via the TSX Sandbox, an initiative intended to facilitate listing applications that may not satisfy all requirements and guidelines of the TSX, but due to facts or situations unique to a particular issuer otherwise warrant a listing on the TSX. Listing of the Common Shares and IPO Warrants on the TSX will be subject to Stack Capital fulfilling all of the listing requirements of the TSX, save for those requirements for which an exemption or waiver is provided through the TSX Sandbox. Conditional listing approval has not yet been obtained and there can be no assurance that the Common Shares and/or IPO Warrants will be listed on the TSX or if listed on the TSX, the specific listings conditions that the TSX will impose on Stack Capital pursuant to the TSX Sandbox process.
Important Notice
The Preliminary Prospectus contains important information relating to the Units and the Offering and has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. The Preliminary Prospectus is still subject to completion or amendment and has not yet become final for the purpose of a distribution of securities to the public in Canada. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any province or territory of Canada prior to the time a receipt for the (final) prospectus of Stack Capital or other authorization is obtained from the securities commission or similar authority in such province or territory. Copies of the Preliminary Prospectus may be obtained from one of the Agents or under Stack Capital's profile on SEDAR at www.sedar.com.
None of the Units, the Common Shares and the IPO Warrants have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States. Accordingly, the Units may not be offered, sold or delivered, directly or indirectly, in the United States or to United States persons unless registered under the U.S. Securities Act and applicable state securities laws, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Stack Capital in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "proposed", "expects", "intends", "may", "will", and similar expressions. Forward-looking information contained or referred to in this press release includes, but may not be limited to, the details of the Offering; completion of the Offering; the application for listing the Common Shares and IPO Warrants on the TSX; the details of the Management Investment; and the business of Stack Capital.
Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although Stack Capital believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Stack Capital can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, negotiations with the Agents concerning the particulars of the Offering and the Management Investment; comments from securities regulatory authorities on the Preliminary Prospectus and conditions of same for issuing a receipt for the (final) prospectus; the listing or other conditions imposed by the TSX for the listing of the Common Shares and the IPO Warrants; and other regulatory approvals required for the closing of the Offering and the Management Investment. The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of Stack Capital based on information currently available to Stack Capital.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Stack Capital disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.
For more information please contact:
Brian Viveiros
VP, Corporate Development and Investor Relations
647.280.3307 or brian@stackcapitalgroup.com
