Subordinate Voting Shares of Lumine Group Inc. to begin trading on the TSX Venture Exchange on March 24, 2023
March 22 2023 - 5:48PM
Lumine Group Inc. (the “Company”) (TSXV:LMN) announced today that
it has fulfilled the final listing requirements of the TSX Venture
Exchange, and that trading of the Company’s subordinate voting
shares (the “Subordinate Voting Shares”) on the TSX Venture
Exchange under the symbol “LMN” is expected to begin on March 24,
2023.
Spin-Out
Transactions and
Dividend-in-Kind
As previously announced, on February 22, 2023,
the Company completed the purchase of 100% of the shares of
WideOrbit Inc. (“WideOrbit”), a US-based media vertical market
software provider. In connection with the closing of the
acquisition, the Company was spun out of Constellation Software
Inc. (“CSI”) and now operates as a separate public company (the
“Spin-Out Transactions”).
In connection with the completion of the
Spin-Out Transactions, on February 23, 2023, all of CSI’s common
shareholders of record on February 16, 2023 received, by way of a
dividend-in-kind, 3.0003833 Subordinate Voting Shares for each
common share of CSI held.
In connection with these transactions, the
Company filed, and obtained a receipt for, a final long form
prospectus dated February 6, 2023, a copy of which is available on
SEDAR at www.sedar.com.
Capital
Structure of the
Company
The Company’s authorized share capital consists
of an unlimited number of Subordinate Voting Shares, 1 super voting
share (the “Super Voting Share”), an unlimited number of preferred
shares (the “Preferred Shares”), and an unlimited number of special
shares (the “Special Shares”).
There are (i) 63,671,176 Subordinate Voting
Shares issued and outstanding, of which 63,671,170 Subordinate
Voting Shares are held by public shareholders and 6 are held
indirectly by CSI (as fractional shares were not distributed as
part of the dividend-in-kind), (ii) 63,582,712 Preferred Shares
issued and outstanding that are held indirectly by CSI, (iii) 1
Super Voting Share issued and outstanding that is held indirectly
by CSI; and (iv) 10,178,504 Special Shares issued and outstanding
that are held by certain pre-acquisition shareholders of WideOrbit
(the “Rolling Special Shareholders”).
On a fully diluted basis, there are 253,104,968
Subordinate Voting Shares issued and outstanding, of which (i)
63,671,170 are held by public shareholders, (ii) 6 are held
indirectly by CSI, (iii) an additional 154,519,381 would be held
indirectly by CSI (upon the conversion of the Preferred Shares),
and (iv) 34,914,412 would be held by the Rolling Special
Shareholders (upon the conversion of the Special Shares). In
addition, CSI would indirectly hold one additional Subordinate
Voting Share upon the conversion of the Super Voting Share.
Holders of Subordinate Voting Shares and Special
Shares are entitled to one vote per share, and CSI as the indirect
holder of the Super Voting Share is entitled to that number of
votes that equals 50.1% of the aggregate number of votes attached
to all of the outstanding Super Voting Shares, Subordinate Voting
Shares and Special Shares at such time. Other than in respect of
voting rights, the Subordinate Voting Shares and the Super Voting
Share have the same rights, are equal in all respects and are
treated as if they were one class of shares. The Super Voting Share
may be converted into one Subordinate Voting Share.
For more information on the Company’s capital
structure, including additional details regarding the terms and
conditions relevant to the Subordinate Voting Shares, the Super
Voting Share, the Preferred Shares and the Special Shares, see the
Company’s final long form prospectus dated February 6, 2023, which
is available on SEDAR at www.sedar.com.
Forward-Looking
Statements
Certain statements herein may be
“forward-looking” statements that involve known and unknown risks,
uncertainties and other factors that may cause the actual events to
be materially different from any future events expressed or implied
by such forward-looking statements. Words such as “may”, “will”,
“expect”, “believe”, “plan”, “intend”, “should”, “anticipate” and
other similar terminology are intended to identify forward-looking
statements. Forward-looking statements in this press release
include, but are not limited to, the intention to have the
Company’s subordinate voting shares begin trading on the TSX
Venture Exchange on or about March 24, 2023. Such forward-looking
statements involve significant risks and uncertainties, should not
be read as guarantees of future results, and will not necessarily
be accurate indications of whether or not such results will be
achieved, or when such results will be achieved. A number of
factors could cause actual results to vary significantly from the
results discussed in the forward-looking statements. These
forward-looking statements reflect current assumptions and
expectations regarding future events and are made as of the date
hereof and the Company assumes no obligation, except as required by
law, to update any forward-looking statements to reflect new events
or circumstances.
About Lumine Group
Inc.
Lumine Group Inc. acquires, strengthens, and
grows vertical market software businesses in the Communications and
Media industry. Learn more at
www.luminegroup.com.
For further information, contact:
Lumine Group Inc.David Nyland, Chief Executive
Officerdavid.nyland@luminegroup.comwww.luminegroup.com
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