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Excited to embark in the next volume of
Groupe Dynamite's story as a Montréal-based, TSX-listed
growth-oriented and performance-driven company
All 6,000 Groupe Dynamite employees will
have ownership exposure, aligning their interests with those of our
shareholders
Marks
first IPO in Québec in nearly
three years and first in Canada in
over a year
MONTRÉAL, Nov. 26,
2024 Groupe Dynamite Inc. ("Groupe Dynamite" or
the "Company") (TSX: GRGD) is pleased to announce the
successful closing of its previously announced initial public
offering which was oversubscribed with significant support from
institutional investors from both Canada and the US.
"As we embark on this exciting new volume of Groupe Dynamite's
story, I am incredibly proud to lead an entrepreneurial and
inclusive organization guided by strong values which transcend all
of our actions and where everyone is rowing in the same direction.
Together, we are united in our passion for building meaningful,
emotional connections with our customers and we are more aligned
than ever as owners in our commitment to driving Groupe Dynamite's
long-term growth and creating value for all our stakeholders," said
Andrew Lutfy, Chief Executive
Officer and Executive Chairman of Groupe Dynamite.
"With a luxury-inspired mindset and a dedication to innovation
and excellence, we are shaping a future where our brands remain
inspiring and impactful. By harnessing our distinct brand
identities, profound customer insights, disciplined execution, and
adaptability, we are well-positioned to achieve enduring success,"
concluded Andrew Lutfy.
Pursuant to the offering, selling shareholders controlled by
Andrew Lutfy sold an aggregate of
14,285,715 subordinate voting shares at an offering price of
$21 per share, for aggregate gross
proceeds of approximately $300
million. The underwriters have also been granted an
over-allotment option to purchase up to an additional 2,142,857
subordinate voting shares at a price of $21 per share for additional gross proceeds of
approximately $45 million if the
over-allotment option is exercised in full. The over-allotment
option can be exercised for a period of 30 days from the closing
date of the offering.
The offering was made through a syndicate of underwriters led by
Goldman Sachs Canada Inc., BMO Nesbitt Burns Inc., RBC Dominion
Securities Inc. and TD Securities Inc., as joint lead bookrunners,
and Barclays Capital Canada Inc., Desjardins Securities Inc.,
National Bank Financial Inc. and Scotia Capital Inc., as
bookrunners, and including Canaccord Genuity Corp., CIBC World
Markets Inc. and Stifel Nicolaus Canada Inc.
The subordinate voting shares are listed on the Toronto Stock
Exchange in Canadian dollars under the symbol "GRGD". The offering
was completed pursuant to Groupe Dynamite's supplemented PREP
prospectus dated November 20, 2024,
and filed with the securities regulators in each of the provinces
and territories of Canada, a copy
of which is available under Groupe Dynamite's profile on SEDAR+ at
www.sedarplus.ca.
No securities regulatory authority has either approved or
disapproved the contents of this news release. The subordinate
voting shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws. Accordingly, the
subordinate voting shares may not be offered or sold within
the United States unless
registered under the U.S. Securities Act and applicable state
securities laws or pursuant to exemptions from the registration
requirements of the U.S. Securities Act and applicable state
securities laws. This news release does not constitute an offer to
sell or a solicitation of an offer to buy nor shall there be any
sale of any securities of Groupe Dynamite in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Early Warning Report
Prior to completion of the offering, the Company completed a
series of transactions (the "Pre-Closing Reorganization"), pursuant
to which, among other things, and as further described in the
supplemented PREP prospectus, the Company amended its articles to
(i) create the subordinate voting shares and the multiple voting
shares, (ii) re-designate the issued and outstanding Class "A"
shares as multiple voting shares on the basis of 4.249 Class "A"
shares per multiple voting share, and (iii) re-designate all the
issued and outstanding Class "G" shares, having an aggregate
redemption value equal to approximately $500,000, for such number of multiple voting
shares as was equal to the aggregate redemption value divided by
the offering price of $21 per share.
Following this amendment, 16084915 Canada Inc., 16084958 Canada
Inc., and 16084834 Canada Inc. exchanged 14,285,715 multiple voting
shares for the same number of subordinate voting shares.
After giving effect to the Pre-Closing Reorganization, 16084583
Canada Inc., 16084729 Canada Inc., 16084737 Canada Inc., 16084893
Canada Inc., 16084940 Canada Inc., 16084800 Canada Inc., 16084915
Canada Inc., 16084958 Canada Inc., 16086349 Canada Inc. and
16084834 Canada Inc. (collectively, the "Principal Shareholders")
owned directly an aggregate of 14,285,715 subordinate voting shares
and 93,263,779 multiple voting shares.
The subordinate voting shares and the multiple voting shares are
substantially identical with the exception of the voting and
conversion rights attached to the multiple voting shares. Each
subordinate voting share is entitled to one vote and each multiple
voting share is entitled to 10 votes on all matters upon which
holders of shares are entitled to vote. The multiple voting shares
are convertible into subordinate voting shares on a one-for-one
basis at any time at the option of the holders thereof and
automatically in certain other circumstances.
Immediately following the Pre-Closing Reorganization, but prior
to the offering, the Principal Shareholders owned 93,263,779
multiple voting shares and 14,285,715 subordinate voting shares,
representing a security holding percentage of 99.97% of the
multiple voting shares and 100% of the subordinate voting shares.
After giving effect to the offering (assuming no exercise of the
over-allotment option), the Principal Shareholders owned 93,263,779
multiple voting shares and no subordinate voting shares,
representing a security holding percentage of 99.97% of the
multiple voting shares and 86.7% of the subordinate voting shares
(assuming the conversion of all of their multiple voting shares
into subordinate voting shares).
Mr. Lutfy, his family trust, AJL Family Trust 2017 (the "Trust")
and each of the Principal Shareholders may be considered to be
joint actors. Mr. Lutfy controls and has an indirect ownership
interest in each of the Principal Shareholders, and the Trust has
an indirect ownership interest in the growth equity of the
Principal Shareholders.
The securities of the Company were acquired for general
investment purposes. Depending on various factors, including,
without limitation, market conditions, general economic and
industry conditions, the Company's business and financial condition
or any other factors that Mr. Lutfy may deem relevant, Mr. Lutfy
may take such actions with respect to his investment in the Company
as he deems appropriate including, without limitation, acquiring,
exercising, converting, exchanging, selling, distributing to
investors or otherwise disposing of securities of the Company or
securities exercisable for, or convertible or exchangeable into,
securities of the Company, subject to applicable laws, the terms of
the Company's articles, the lock-up agreements, the investor rights
agreement and the coattail agreement, each as further described in
the supplemented PREP prospectus.
A copy of the early warning report to be filed in respect of the
transactions contemplated hereby can be obtained by
contacting Christian Roy at 514-733-3962 ext. 723 or
croy@dynamite.ca
About Groupe Dynamite Inc.
Groupe Dynamite Inc. (TSX: GRGD) is a growth-oriented company
striving for excellence in the fashion retail industry. Operating
retail stores and digital experiences under two complementary and
spirited banners—GARAGE and DYNAMITE—we offer a wide range of
women's fashion apparel, catering to the style preferences and
lifestyle needs of Generation Z and Millennials. With leading key
operating metrics and a commitment to innovation and disciplined
execution, we are proud to deliver transformative customer
experiences. Guided by our mission, "Empowering YOU to be YOU, one
outfit at a time," we are a values-led, inclusive organization
committed to inspiring confidence and self-expression. Proudly
rooted in the chic and vibrant city of Montréal, our culture,
values and distinct brands position us to shape the future of
fashion while attracting and inspiring the next generation of
leaders and creators. Our ownership-mentality and entrepreneurial
mindset is reflected in our Shared Success Program, through which
all our 6,000 employees will have ownership exposure. This
alignment of interests and values fosters collaboration, fuels
innovation, and creates meaningful long-term value for our team and
stakeholders alike.
Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable securities laws, including statements
with regard to the potential closing of the over-allotment option,
Groupe Dynamite's expectations regarding its Shared Success Program
and Groupe Dynamite's growth rates, growth strategies, objectives,
operating model, and competitive position in the industry and the
value creation for stakeholders. Forward-looking information
involves known and unknown risks and uncertainties, many of which
are beyond Groupe Dynamite's control, that could cause actual
results to differ materially from those that are disclosed in or
implied by such forward-looking information. These risks and
uncertainties include, but are not limited to, those described
under "Risk Factors" in Groupe Dynamite's supplemented PREP
prospectus. Forward-looking information is based on management's
beliefs and assumptions and on information currently available to
management, including as detailed in "Forward-Looking Information"
in Groupe Dynamite's supplemented PREP prospectus. Although the
forward-looking information contained in this news release is based
upon what management believes are reasonable assumptions, you are
cautioned against placing undue reliance on this information since
actual results may vary from the forward-looking information.
Unless otherwise noted or the context otherwise indicates, the
forward-looking information contained in this news release is
provided as of the date of this news release, and Groupe Dynamite
does not undertake to update or amend such forward-looking
information whether as a result of new information, future events
or otherwise, except as may be required by applicable law.
SOURCE GROUPE DYNAMITE INC
