The Base Shelf Prospectus is accessible,
and the Final Prospectus Supplement will be accessible within two
business days, on SEDAR+ and on EDGAR
LONDON,
ON, Dec. 16, 2024 /CNW/ - VersaBank
(Nasdaq:VBNK; TSX:VBNK) (the "Bank") today announced the pricing of
its previously announced public offering of 5,660,378 common
shares (the "Offering") at a price to the public of US$13.25 per share. The gross proceeds from the
Offering, before underwriting discounts and offering costs, are
expected to be US$75,000,009.
The Bank has also granted the Underwriters (as
defined below) an over-allotment option to purchase up to an
additional 15% of the common shares to be sold pursuant to the
Offering (the "Over-Allotment Option"). The Over-Allotment Option
is exercisable for a period of 30 days from the date of the final
prospectus supplement (the "Final Prospectus Supplement") relating
to the Offering.
The Bank expects that the net proceeds from the
Offering will be used for general banking purposes and will qualify
as Common Equity Tier 1 capital for the Bank.
The closing of the Offering is subject to a
number of customary closing conditions, including the listing of
the common shares on the Nasdaq and TSX, and any required approvals
of each exchange, and is expected to occur on or about December 18, 2024. Raymond James & Associates, Inc. is acting
as the sole bookrunning manager, and Keefe, Bruyette & Woods,
A Stifel Company, and Roth Canada, Inc. are acting as
co-managers for the Offering (collectively, the
"Underwriters").
No securities regulatory authority has either
approved or disapproved the contents of this news release. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any province, state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
province, state or jurisdiction.
The Bank has filed a preliminary prospectus
supplement dated December 16, 2024
(the "Preliminary Prospectus Supplement"), and will file the Final
Prospectus Supplement, to its short form base shelf prospectus
dated November 22, 2024 (the "Base
Shelf Prospectus") with the securities regulatory authorities in
each of the provinces and territories of Canada except Quebec. The Preliminary Prospectus Supplement
has also been filed, and the Final Prospectus Supplement will be
filed, with the U.S. Securities and Exchange Commission (the "SEC")
as a supplement to the Bank's registration statement on Form F-10
(the "Registration Statement") under the U.S./Canada
Multijurisdictional Disclosure System. The prospectus supplements,
the Base Shelf Prospectus and the Registration Statement contain
important detailed information about the Offering. Access to the
Base Shelf Prospectus, the Final Prospectus Supplement, and any
amendments to the documents will be provided in accordance with
securities legislation relating to procedures for providing access
to a shelf prospectus supplement, a base shelf prospectus and any
amendment thereto. The Base Shelf Prospectus and the Preliminary
Prospectus Supplement are, and the Final Prospectus Supplement will
be (within two business days of the date hereof), accessible on
SEDAR+ at www.sedarplus.ca, and copies of the Registration
Statement and the Preliminary Prospectus Supplement are, and the
Final Prospectus Supplement will be, accessible on EDGAR at
www.sec.gov. An electronic or paper copy of the Base Shelf
Prospectus, the Registration Statement, the Final Prospectus
Supplement (when filed), and any amendment to the documents may be
obtained without charge, from Raymond
James & Associates, Inc., Attention: Equity Syndicate –
880 Carillon Parkway, St. Petersburg,
Florida. Telephone: (800) 248-8863 or e-mail:
prospectus@raymondjames.com by providing the contact with an email
address or address, as applicable. Prospective investors
should read the Base Shelf Prospectus, the Registration Statement
and the Final Prospectus Supplement (when filed) before making an
investment decision.
About VersaBank
VersaBank is a North American bank (federally
chartered in Canada and
the United States) with a
difference. VersaBank has a branchless, digital,
business-to-business model based on its proprietary
state-of-the-art technology that enables it to profitably address
underserved segments of the banking industry in a significantly
risk mitigated manner. Because VersaBank obtains substantially all
of its deposits and undertakes the majority of its lending
electronically through financial intermediary partners, it benefits
from significant operating leverage that drives efficiency and
return on common equity. In March
2022, VersaBank launched its unique Receivable Purchase
Program ("RPP") funding solution for point-of-sale finance
companies, which has been highly successful in Canada for nearly 15 years, to the underserved
multi-trillion-dollar U.S. market. VersaBank also owns Washington, DC-based DRT Cyber Inc., a
North America leader in the
provision of cyber security services to address the rapidly growing
volume of cyber threats challenging financial institutions,
multi-national corporations and government entities.
Forward-looking Statements
This press release contains forward-looking
information and forward-looking statements within the meaning of
applicable securities laws ("forward-looking statements") including
statements regarding the terms of the Offering, the expected
closing of the Offering and the proposed use of proceeds. Words
such as "expects", "is expected", "anticipates", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes", "aims",
"endeavours", "projects", "continue", "predicts", "potential",
"intends", or the negative of these terms or variations of such
words and phrases, or statements that certain actions, events or
results "may", "could", "would", "might", "will" or "should" are
intended to identify forward-looking statements.
These forward-looking statements by their nature
require the Bank to make assumptions and are subject to inherent
risks and uncertainties that may be general or specific, including
without limitation with respect to: the strength of the Canadian
and U.S. economies in general and the strength of the local
economies within Canada and the
U.S. in which the Bank conducts operations; the effects of changes
in monetary and fiscal policy, including changes in interest rate
policies of the Bank of Canada and
the U.S. Federal Reserve; global commodity prices; the effects of
competition in the markets in which the Bank operates; inflation;
capital market fluctuations; the timely development and
introduction of new products in receptive markets; the impact of
changes in the laws and regulations pertaining to financial
services; changes in tax laws; technological changes; unexpected
judicial or regulatory proceedings; unexpected changes in consumer
spending and savings habits; the impact of wars or conflicts on
global supply chains and markets; the impact of outbreaks of
disease or illness that affect local, national or international
economies; the possible effects on our business of terrorist
activities; natural disasters and disruptions to public
infrastructure, such as transportation, communications, power or
water supply; and the Bank's anticipation of and success in
managing the risks implicated by the foregoing. The foregoing list
of important factors is not exhaustive. Although the Bank
believes that the assumptions underlying these forward-looking
statements are reasonable, they may prove to be incorrect, and
readers cannot be assured that the Offering discussed above will be
completed on the terms described above. Completion of the proposed
Offering is subject to numerous factors, many of which are beyond
the Bank's control, including but not limited to, the failure of
customary closing conditions and other important factors disclosed
previously and from time to time in the Bank's filings with the SEC
and the securities commissions or similar securities regulatory
authorities in each of the provinces or territories of Canada. The forward-looking statements
contained in this news release represent the Bank's expectations as
of the date of this news release, or as of the date they are
otherwise stated to be made, and subsequent events may cause these
expectations to change. The Bank undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required by law.
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SOURCE VersaBank
