This joint press release is being issued pursuant to section 5.2
of National Instrument 62-104 – Take-Over Bids and Issuer
Bids.
LONDON,
ON, Dec. 8, 2022 /CNW/ - As part of a
reorganization of its holdings in VersaBank, 340268 Ontario Limited
("340") announced today that it has agreed to transfer
8,135,892 common shares ("Common Shares") of VersaBank to
GBH Inc. ("GBH") by means of a private transaction (the
"Transaction"). 340 and GBH share the same eight
shareholders, including Patrick
George the sole director of 340 and GBH. The purchase
price is $10.07 per Common Share for
aggregate consideration of $81,928,432.
The 8,135,892 Common Shares to be transferred pursuant to the
Transaction constitute approximately 29.88% of the
27,228,182 outstanding Common Shares. Closing of the Transaction is
subject to applicable regulatory approvals.
Before giving effect to the Transaction, GBH owned, or
controlled or directed nil, or 0% of the issued and outstanding
Common Shares and 340 owned, controlled or directed 8,135,892
Common Shares, representing approximately 29.88% of the
issued and outstanding Common Shares. After giving effect to the
Transaction, 340 will own no Common Shares and GBH will own,
8,135,892 Common Shares, representing approximately 29.88%
of the issued and outstanding Common Shares and GBH together with
Patrick George will own 9,789,397
Common Shares, representing approximately 35.95% of the issued and
outstanding Common Shares.
The Transaction was conducted as part of a reorganization of
340's holdings in VersaBank. GBH is acquiring its interest in
VersaBank for investment purposes, and each of GBH, Patrick George, and 340 may, on an individual
basis, depending on market and other conditions increase or
decrease its beneficial ownership, control or direction over
securities of VersaBank through market transactions, private
agreements, treasury issuances, exercises of options, convertible
securities or otherwise.
The purchase of the Common Shares is being made pursuant to the
private agreement exemption set forth in section 4.2 of National
Instrument 62-104.
View original
content:https://www.prnewswire.com/news-releases/340268-ontario-limited-reorganizes-its-holding-in-versabank-301697799.html
SOURCE VersaBank