Exchange Bulletin
D2L Inc. (DTOL) To Trade On Toronto Stock Exchange
October 26, 2021
| Issuer: | D2L Inc. (the "Company") |
| Security: | Subordinate voting shares (the "Subordinate Voting Shares") |
| Symbol: | DTOL |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Subordinate Voting Shares of the Company, 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 October 18, 2021 (amending and restating the preliminary base PREP prospectus dated October 12, 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 Subordinate Voting 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 Subordinate Voting Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Subordinate Voting 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 Subordinate Voting Shares will be listed on TSX. |
| Trading currency: | CDN$ |
| Temporary market maker: | W.D. Latimer Co. Ltd. |
| Other markets: | None |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "DTOL" 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 "DTOL" 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 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. Parties who are not entitled to receive Subordinate Voting Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "DTOL" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "DTOL" on an "if, as and when issued" basis and the Subordinate Voting Shares issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial, Non-Exempt Issuer |
| Security ownership registration: | Non-certificated inventory system |
| Investor relations: | John Baker Chief Executive Officer 519-772-0325 x 3407 John.Baker@D2L.com Melissa Howatson Chief Financial Officer 226-789-1508 Melissa.Howatson@D2L.com |
| Incorporation: | Canada Business Corporations Act |
| Fiscal year end: | January 31 |
| Nature of business: | The core of the Company's business is D2L Brightspace, a scalable and flexible cloud-based software platform designed to help customers deliver courses in person and online. D2L Brightspace serves as the central foundation for the design and delivery of modern, mobile-optimized and accessible learning experiences (e.g. courses, learning based games, assessments, etc.). |
| Transfer agent and registrar: | Computershare Investor Services Inc., at its principal office in Toronto. |
| Dividends: | The Company does not currently anticipate paying dividends on the Subordinate Voting Shares in the foreseeable future. |
| Sponsorship: | Waived |
| Disclosure document: | Amended and Restated Preliminary Base PREP Prospectus dated October 18, 2021 (amending and restating the preliminary base PREP prospectus dated October 12, 2021), which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document. |
| Initial public offering: | At an Offering price between C$19.00 and C$21.00 per Subordinate Voting Share (the "Offering Price"), the Offering of Subordinate Voting Shares would be comprised of a treasury offering and secondary offering by the Company of between 9,523,810 and 10,526,316 Subordinate Voting Shares for gross proceeds of C$200 million (approximately C$143.3 million from the treasury offering and approximately C$56.7 million from the secondary offering). The Company will not receive proceeds from the secondary offering. The syndicate of underwriters is comprised of TD Securities Inc., BMO Nesbitt Burns Inc., Canaccord Genuity Corp., Raymond James Ltd., RBC Dominion Securities Inc., National Bank Financial Inc. and Eight Capital (the "Underwriters"). In addition, the Company has granted to the Underwriters an over-allotment option pursuant to which the Underwriters may purchase up to an additional 15% of the Offering from treasury at the Offering Price. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |