Exchange Bulletin
Knowlton Development Corporation, Inc. (KDC) To Trade On Toronto Stock Exchange
September 21, 2021
| Issuer: | Knowlton Development Corporation, Inc. (the "Company") |
| Security: | Common shares (the "Common Shares") |
| Symbol: | KDC |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Common Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's second amended and restated preliminary base PREP prospectus dated September 14, 2021. 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 Common Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Common 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 Common Shares will be listed on TSX. |
| Trading currency: | CDN$ |
| Temporary market maker: | Virtu ITG Canada Corp. |
| Other markets: | New York Stock Exchange |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "KDC" 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 "KDC" 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 Common 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 Common Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "KDC" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "KDC" on an "if, as and when issued" basis and the Common Shares issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial, Non-Exempt Issuer |
| Security ownership registration: | Uncertificated Issue – Non Certificated Inventory |
| Investor relations: | Michael Salzillo (201) 688-2316 / (201) 874-2679 Email: msalzillo@kdc-one.com |
| Incorporation: | Business Corporations Act (British Columbia) |
| Fiscal year end: | April 30 |
| Nature of business: | The Company is a global provider of value-added solutions to leading brands in the beauty, personal care and home care categories, through ideation, formulation, design, packaging and manufacturing of products sold under more than 1,000 different brand names. |
| Transfer agent and registrar: | Computershare Investor Services Inc. at its principal office in Montréal |
| Dividends: | The Company does not anticipate paying dividends on the Common Shares in the foreseeable future. |
| Sponsorship: | Waived |
| Offering document: | Second amended and restated preliminary base PREP prospectus dated September 14, 2021, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the offering document. |
| Initial public offering: | The Offering is expected to be comprised of a treasury offering by the Company of an aggregate of 57,142,857 Common Shares at an Offering price between US$13.00 and US$15.00 per Common Share for gross proceeds (assuming the over-allotment option is not exercised) of approximately US$800 million to the Company. The Offering is being underwritten in Canada by Goldman Sachs Canada Inc., J.P. Morgan Securities Canada Inc., UBS Securities Canada Inc., BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc., Jefferies Securities, Inc., Morgan Stanley Canada Limited and RBC Dominion Securities Inc. In addition, the Company is expected to grant the Underwriters an over-allotment option pursuant to which the Underwriters may purchase up to an additional 8,571,428 Common Shares at the Offering price. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |