Exchange Bulletin
Subversive Acquisition LP (SVX.U, SVX.RT.U) To Trade On Toronto Stock Exchange
February 24, 2021
Issuer: Subversive Acquisition LP (the "Issuer")
| Security: | Symbol: | Issued and Outstanding Securities | Reserved Securities |
|---|---|---|---|
| Restricted Voting Units ("Units") | SVX.U | 22,500,000 | 9,158,762 |
| Rights Each Right entitles the holder to receive one-eighth (1/8) of a Unit following the closing of the Qualifying Acquisition. |
SVX.RT.U | 23,024,500 | 0 |
| Listing category: | Special Purpose Acquisition Corporation, Non-Exempt |
| Trading currency: | US$ |
| Listing and posted for trading date: | February 26, 2021 (at the opening), not subject to the occurrence of a closing. |
| Other market(s): | The Issuer has been listed on the Neo Exchange since January 8, 2020. Since February 18, 2020, the Units and Rights have been trading separately under the symbols SVX.U and SVX.RT.U, respectively. |
| Temporary market maker: | National Bank Financial Inc. |
| Security ownership registration: | Registration of the Units and the Rights is made electronically though the non-certificated inventory system of CDS. |
| Investor relations: | Michael Auerbach Chief Executive Officer (917) 605-4351 michael@subversivecapital.com - OR - Leland Hensch Chief Financial Officer (917) 605-4351 leland@subversivecapital.com |
| Incorporation: | Limited Partnership Act (Ontario) on November 12, 2019 |
| Fiscal year end: | December 31 |
| Nature of business: | The Issuer is a limited partnership formed under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving the Issuer (the "Qualifying Acquisition"). The Issuer is a special purpose acquisition corporation for purposes of the rules of Toronto Stock Exchange. |
| Transfer agent and registrar: | Olympia Trust Company at its principal office in Calgary. |
Principal terms of the Restricted Voting Units:
| Voting rights of the Units: | Not entitled to vote at, or receive notice of, or receive meeting materials in connection with, meetings held only to consider the election and/or removal of directors and auditors. Entitled to vote on, and receive notice of, shareholder meetings on all other matters requiring shareholder approval (including any proposed extension to the allowable time period within which the Issuer must consummate its Qualifying Acquisition (the "Permitted Timeline")). Not entitled to vote on the Qualifying Acquisition. |
| Redemption on Qualifying Acquisition: | The Company will provide holders of the Units with the opportunity to redeem all or a portion of their Units, for an amount per Unit, payable in cash, equal to the pro-rata portion of the escrow account including any interest and other amounts earned thereon, less certain amounts and subject to certain restrictions as more fully disclosed in the AIF. |
| Redemption if no Qualifying Acquisition: | If the Issuer is unable to consummate the Qualifying Acquisition within the Permitted Timeline, it will be required to redeem as promptly as reasonably possible, on an automatic redemption, for an amount per Unit, payable in cash, equal to the pro-rata portion of the escrow account including any interest and other amounts earned thereon, less certain amounts as more fully disclosed in the AIF. |
| Distribution: | The Issuer does not currently anticipate paying distributions prior to the completion of the Qualifying Acquisition. |
Principal terms of the Rights:
| Exercise: | Each Right entitles the holder to receive one-eighth (1/8) of a Unit following the closing of the Qualifying Acquisition. |
| Expiry: | The Rights will expire if a Qualifying Acquisition does not occur within the Permitted Timeline. The Rights will not have any access to, or benefit from, the proceeds in the escrow account, and will not possess any redemption or distribution rights. Any Right that has not been exercised within two (2) years after the completion of the Qualifying Acquisition will be null and void. |
| Sponsorship: | Waived |
| Additional information: | The Issuer was formerly named Subversive Real Estate Acquisition REIT LP. The Units and Rights will be quoted and traded on Toronto Stock Exchange in US funds and trading information regarding the Units and Rights will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
| Disclosure document: | Annual Information Form dated February 12, 2020 ("AIF") which is available at www.SEDAR.com |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |