Topicus.com Inc. (the “Company”) (TSXV:TOI) 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 “TOI” is expected to begin on February 1,
2021.
The Company also announced today that Jane Holden
and Alex Macdonald have been appointed to serve on the Company’s
board of directors, and that each will also serve, along with Jamal
Baksh, as members of the Company’s audit committee.
Spin-Out Transactions and
Dividend-in-Kind
As previously announced, on January 5, 2021,
Constellation Software Inc. (“CSI”), acting through its Total
Specific Solutions (“TSS”) operating group and its subsidiary TPCS
Holding B.V., completed the purchase of 100% of the shares of
Topicus.com B.V. (“Topicus”), a Netherlands-based diversified
vertical market software provider, from IJssel B.V. In connection
with the closing of the acquisition, TSS was spun out of CSI and
now operates, together with Topicus, as a separate public company
(the “Spin-Out Transactions”).
In connection with the completion of the Spin-Out
Transactions, on January 4, 2021, all of CSI’s common shareholders
of record on December 28, 2020 received, by way of a
dividend-in-kind, 1.859817814 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 December 18, 2020, 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”) and an unlimited number of
preferred shares (the “Preferred Shares”). In addition, the
Company’s subsidiary, Topicus.com Coöperatief U.A. (the “Coop”), is
authorized to issue an unlimited number of ordinary units and an
unlimited number of preference units (together, the “Coop Units”).
The Coop Units which are held by holders other than the Company are
directly or indirectly, exchangeable for Subordinate Voting
Shares.
There are (i) 39,412,385 Subordinate Voting Shares
issued and outstanding, of which 39,412,367 Subordinate Voting
Shares are held by public shareholders and 18 are held by CSI (as
fractional shares were not distributed as part of the
dividend-in-kind), (ii) 39,412,385 Preferred Shares issued and
outstanding that are held by CSI, and (iii) 1 Super Voting Share
issued and outstanding that is held by CSI.
On a fully-diluted basis, there are 129,841,818
Subordinate Voting Shares issued and outstanding, of which (i)
39,412,367 are held by public shareholders, (ii) 18 are held by
CSI, (iii) an additional 39,412,385 would be held by CSI (upon the
conversion of the Preferred Shares), (iv) 39,331,284 would be held
by Joday Investments II B.V and certain other investors
(collectively, the “Joday Group”) (upon the exchange of the Coop
Units held by the Joday Group), and (v) 11,685,764 would be held by
IJssel B.V. (upon the exchange of the Coop Units held by IJssel
B.V.). In addition, CSI would hold one additional Subordinate
Voting Share upon the conversion of the Super Voting Share.
Holders of Subordinate Voting Shares are entitled
to one vote per share, and CSI as the 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 and Subordinate Voting 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 Exchangeable Units, see
the Company’s final long form prospectus dated December 18, 2020,
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 February 1, 2021. 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 Topicus.com Inc.
Topicus.com Inc. is a leading pan-European provider
of vertical market software and vertical market platforms to
clients in public and private sector markets. Operating and
investing in countries and markets across Europe with long-term
growth potential, Topicus.com Inc. acquires, builds and manages
leading software companies providing specialized, mission-critical
and high-impact software solutions that address the particular
needs of customers.
For further information, contact:
Topicus.com Inc. Jamal Baksh, Chief Financial OfficerTel: (416)
861-9677jbaksh@csisoftware.com
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