/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES OF
AMERICA/
TORONTO, Aug. 27, 2020 /CNW/ - This press release is
being disseminated as required by National Instrument 62–103 -
The Early Warning System and Related Take Over Bids and Insider
Reporting Issuers in connection with the filing of an early
warning report (the "Early Warning Report") regarding the
disposition of securities of Docebo Inc. (TSX: DCBO) (the
"Issuer" or "Docebo"), with its head office located
at 366 Adelaide St West, Suite 701, Toronto, Ontario, M5V 1R7, by Intercap Equity
Inc. ("Intercap Equity") and Intercap Financial Inc.
("Intercap Financial", together with Intercap Equity,
"Intercap"), with its head office located at 261
Davenport Road, Suite 200, Toronto,
Ontario, M5R 1K3.
Intercap, together with certain other selling shareholders and
Docebo, completed a "bought deal" offering of 1,500,000 common
shares ("Common Shares") of Docebo for gross proceeds of
$75,000,000 (the "Financing
Transaction"), which consisted of (a) a treasury offering of
500,000 Common Shares for gross proceeds to Docebo of $25,000,000, and (b) a secondary offering from
certain selling shareholders, including Intercap, of 1,000,000
Common Shares for gross proceeds of $50,000,000. The Financing Transaction was made
through a syndicate consisting of Canaccord Genuity Corp., TD
Securities Inc., Morgan Stanley Canada Limited and Goldman Sachs
Canada Inc., Scotia Capital Inc., National Bank Financial Inc.,
CIBC World Markets Inc., Cormark Securities Inc. and Eight Capital
(collectively, the "Underwriters"), pursuant to an
underwriting agreement dated August 17,
2020 among the Underwriters, Docebo and certain selling
shareholders, including Intercap. The Financing Transaction was
made by way of a short form prospectus dated August 24, 2020 filed in each of the provinces
and territories of Canada. Upon
closing of the Financing Transactions on August 27, 2020, Intercap Equity disposed of
60,000 Common Shares, and Intercap Financial disposed of 740,126
Common Shares. Prior to the Financing Transaction, Intercap
Equity owned, directly and indirectly, 16,791,100 Common Shares,
representing approximately 58.69% of the outstanding Common Shares
(or 55.59% on a fully diluted basis), and Intercap Financial owned,
directly and indirectly, 942,700 Common Shares, representing
approximately 3.29% of the outstanding Common Shares (or 3.12% on a
fully diluted basis).
Following the Financing Transaction, Intercap Equity owns,
directly and indirectly, 16,731,100 Common Shares, representing
approximately 57.47% of the outstanding Common Shares (or 54.49% on
a fully diluted basis), and Intercap Financial owns, directly and
indirectly, 202,574 Common Shares, representing approximately
0.70% of the outstanding Common Shares (or 0.66% on a fully diluted
basis).
The equity interests of Intercap Equity and Intercap Financial
are beneficially owned, controlled or directed, directly or
indirectly, by Jason Chapnik,
Chairman of Intercap and are accordingly each of Intercap Equity,
Intercap Financial and Jason Chapnik
are considered to be joint actors.
Following the Financing Transaction and prior to the exercise of
the Over-Allotment Option, Intercap and its joint actors own or
have rights to acquire (exercisable within 60 days of the date
hereof) a total of 16,938,960 Common Shares, representing
approximately 58.19% of the outstanding Common Shares (or 55.17% on
a fully diluted basis).
Intercap has granted to the Underwriters an option (the
"Over-Allotment Option"), exercisable in whole or in part
for a period of 30 days after the closing of the Financing
Transaction, to purchase up to an additional 225,000 Common Shares
at $50.00 per share on the same terms
as set forth above s for market stabilization purposes. The
Over-Allotment Option is comprised of 22,426 Common Shares from
Intercap Equity and 202,574 Common Shares from Intercap
Financial.
In addition to the foregoing, Intercap may increase or decrease
its beneficial ownership or control depending on market or other
conditions.
A copy of the Early Warning Report with additional information
in respect of the foregoing matters may be found on
www.SEDAR.com.
The TSX does not accept responsibility for the adequacy or
accuracy of this release.
SOURCE Intercap Equity Inc.