Shopify (SHOP) Launches 7.5M Class A subordinate Voting Shares Offering
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Shopify Inc. (NYSE: SHOP) announced that it has filed a preliminary prospectus supplement (the “Preliminary Supplement“) to its short form base shelf prospectus dated August 5, 2016. The Preliminary Supplement was filed in connection with a marketed offering of Shopify’s Class A subordinate voting shares (the “Offering“). The Preliminary Supplement has been filed with the securities regulatory authorities in each of the provinces and territories of Canada except Quebec. The Preliminary Supplement has also been filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multi-Jurisdictional Disclosure System.
A total of 7,500,000 Class A subordinate voting shares will be offered for sale under the Offering, which will be conducted through a syndicate of underwriters led by Morgan Stanley, Credit Suisse and RBC Capital Markets (the “Underwriters“). 5,000,000 of the Class A subordinate voting shares will be offered by Shopify, and an aggregate of 2,500,000 of the Class A subordinate voting shares will be offered by entities affiliated with Bessemer Venture Partners and certain members of Shopify’s management (collectively, the “Selling Shareholders“). Shopify will not receive any of the proceeds of the sale of shares by the Selling Shareholders.
Shopify will also grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Class A subordinate voting shares to be sold pursuant to the Offering. The over-allotment option will be exercisable for a period of 30 days from the date of the final prospectus supplement relating to the Offering.
Closing of the Offering will be subject to a number of closing conditions, including the listing of the Class A subordinate voting shares on the NYSE and TSX, and any required approvals of each exchange.
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 Preliminary Supplement and the Registration Statement contain important detailed information about the Offering. A copy of the Preliminary Supplement can be found on SEDAR at www.sedar.com, and a copy of the Registration Statement can be found on EDGAR at www.sec.gov. Copies of the Preliminary Supplement and the Registration Statement may also be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010; RBC Capital Markets, Attention: Distribution Centre, 180 Wellington Street, 8th Floor, Toronto, Ontario M5J 0C2; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098. Prospective investors should read the Preliminary Supplement and Registration Statement before making an investment decision.
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