Exchange Bulletin
Softchoice Corporation (SFTC) To Trade On Toronto Stock Exchange
May 25, 2021
| Issuer: | Softchoice Corporation (the "Company") |
| Security: | Common Shares |
| Symbol: | SFTC |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of common shares of the Company (the "Shares"), 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 18, 2021 (the "Prospectus"). 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 Common 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 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 Shares will be listed on TSX. |
| Trading currencies: | CDN$ |
| Temporary market maker: | Integral Wealth Securities Limited |
| Other markets: | None. |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "SFTC" 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 "SFTC" 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 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 Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "SFTC" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "SFTC" on an "if, as and when issued" basis and the Shares issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial, Non-Exempt |
| Security ownership registration: | Non-certificated inventory system administered by CDS. |
| Investor relations: | Tim Foran Investor Relations Advisor (416) 986-8515 Email: tim.foran@loderockadvisors.com Justin Hane Head of Brand & Communications (647) 917-1761 Email: justin.hane@softchoice.com |
| Incorporation: | The Company was initially incorporated under the CBCA on November 11, 1989 and was amalgamated with Softchoice Holdings Inc.on December 31, 2019 and continues to exist as the Company. |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is a leading information technology ("IT") solutions provider in North America. They design, procure, implement and manage complex multi-vendor IT environments which enable their customers' digital transformations using a results-oriented engagement model that drives long-term relationships. Their IT solutions, which draw upon their knowledge of foundational software applications, allow their customers to remain agile, competitive, productive, compliant with applicable licenses and secure in today's rapidly evolving digital economy. |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto. |
| Dividends: | The Company anticipates paying quarterly cash distributions equal to approximately $0.07 per Share to Shareholders of record of the Shares as at the close of business on the last business day of each calendar quarter and that the related payment date will be the fifteenth day of the month following the record date, or if such day is not a business day, immediately preceding the business day. |
| Sponsorship: | Waived |
| Offering document: | The Prospectus is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Initial public offering: | The Offering of Shares is comprised of a Treasury Offering by the Company and a Secondary Offering by the Birch Hill Group (the "Selling Shareholders"). Based on an expected price between C$18.00 and C$21.00 per Share, approximately 16.7 million to 19.4 million Shares will be offered for gross proceeds of approximately C$350 million. Assuming the midpoint of the estimated price range of C$19.50, the Offering will result in aggregate net proceeds, after deducting certain fees, to the Company of C$80.1 million and C$249.4 million to the Selling Shareholder. The Offering is being underwritten by TD Securities Inc. and Goldman Sachs Canada Inc. (collectively, the "Joint Bookrunners"), RBC Dominion Securities Inc., National Bank Financial Inc., CIBC World Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., Cormark Securities Inc., Laurentian Bank Securities Inc., ATB Capital Markets Inc., Raymond James Ltd. and INFOR Financial Inc. (together with the Joint Bookrunners, the "Underwriters"). The Selling Shareholders have granted the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days after the closing Date, to purchase up to an additional 15% of the number of Shares sold pursuant to the Offering. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |