LONDON, ON, Sept. 13, 2021 /PRNewswire/ - VersaBank
("VersaBank" or the "Bank") today announced the launch of a
marketed public offering of VersaBank's common shares in
the United States and Canada, representing VersaBank's initial
public offering in the United
States.
In connection with the initial public offering in the United States, VersaBank has filed an
application to list its common shares on The Nasdaq Global Select
Market (the "Nasdaq") under the ticker "VBNK". Trading of
VersaBank's common shares is expected to commence on the Nasdaq
following pricing of the offering. VersaBank's common shares will
continue to trade on the Toronto Stock Exchange (the "TSX") under
the symbol "VB".
The offering will be conducted through a syndicate of
underwriters led by Raymond James
& Associates, Inc. as sole bookrunning manager and Keefe,
Bruyette & Woods, Inc., as co-manager. The offering will be
priced in the context of the market, with the price and total size
of the offering to be determined at the time of entering into an
underwriting agreement for the offering (the "Underwriting
Agreement").
VersaBank expects that the net proceeds of the offering will be
used for general banking purposes and will qualify as Common Equity
Tier 1 capital for the Bank. Closing of the offering will be
subject to a number of customary conditions, including the entering
into of the Underwriting Agreement, the listing of VersaBank's
common shares on the Nasdaq and the TSX, and any required approvals
of the Nasdaq and the TSX.
In connection with the offering, VersaBank filed a preliminary
prospectus supplement to its base shelf prospectus with the
securities regulatory authorities in each of the provinces and
territories of Canada, except
Québec. The preliminary prospectus supplement and a base shelf
prospectus have also been filed with the U.S. Securities and
Exchange Commission as part of a registration statement on Form
F-10 under the U.S.-Canada
multijurisdictional disclosure system (MJDS). The public offering
will be made in Canada only by
means of the base shelf prospectus and preliminary prospectus
supplement and in the United
States only by means of the registration statement,
including the base shelf prospectus and preliminary prospectus
supplement. Such documents contain important information about the
offering. Copies of the base shelf prospectus and the preliminary
prospectus 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 such documents may also be obtained from any
of the following sources: Raymond
James & Associates, Inc., Attention: Equity Syndicate,
880 Carillon Parkway, St. Petersburg,
Florida 33716, by telephone at (800) 248-8863 or by e-mail
at prospectus@raymondjames.com; and Keefe, Bruyette & Woods,
Inc. A Stifel Company, 787 Seventh Avenue, Fourth Floor,
New York, NY 10019, Attention:
Equity Capital Markets, or by calling (800) 966-1559.
Prospective investors should read the base shelf prospectus and
the preliminary prospectus supplement, the registration statement
and, once available, the final prospectus supplement before making
an investment decision.
No securities regulatory authority has either approved or
disapproved the contents of this press release. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the common shares 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.
About VersaBank:
VersaBank is a Canadian Schedule I
chartered bank with a difference. VersaBank became the world's
first fully digital financial institution when it adopted its
highly efficient business-to-business model using its proprietary
state-of-the-art financial technology to profitably address
underserved segments of the Canadian banking market in the pursuit
of superior net interest margins while mitigating risk. VersaBank
obtains all of its deposits and provides the majority of its loans
and leases electronically, with innovative deposit and lending
solutions for financial intermediaries that allow them to excel in
their core businesses. In addition, leveraging its internally
developed IT security software and capabilities, VersaBank
established wholly owned, Washington,
DC-based subsidiary, DRT Cyber Inc. to pursue significant
large-market opportunities in cyber security and develop innovative
solutions to address the rapidly growing volume of cyber threats
challenging financial institutions, multi-national corporations and
government entities on a daily basis.
VersaBank's Common Shares trade on the Toronto Stock Exchange
under the symbol VB and its Series 1 Preferred Shares trade under
the symbol VB.PR.A.
Special Note Regarding Forward-Looking Statements:
This press release contains statements that constitute
"forward-looking statements" and "forward-looking information"
within the meaning of U.S. and Canadian securities laws, including
without limitation, statements regarding the conduct of the
offering; the intended listing of the common shares on the Nasdaq
and the TSX; obtaining required approvals from the Nasdaq and the
TSX; the granting of the underwriters' over-allotment option; and
the anticipated use of proceeds. Forward-looking statements give
the Bank's current expectations and projections relating to its
financial condition, results of operations, plans, objectives,
future performance and business, including the Bank's expectations
regarding the transactions described in this press release and the
anticipated use of proceeds therefrom, and can be identified by the
fact that they do not relate strictly to historical or current
facts. Such forward-looking statements may include words such as
"expect," "anticipate," "intend," "believe," "estimate," "plan,"
"target," "strategy," "continue," "may," "will," "should,"
variations of such words, or other words and terms of similar
meaning. All forward-looking statements reflect the Bank's best
judgment and are based on several factors relating to its
operations and business environment, all of which are difficult to
predict and many of which are beyond its control. Such factors
include, but are not limited to: the Bank's inability to price and
close the offering of the common shares; the strength of the
Canadian economy in general and the strength of local economies
within Canada in which VersaBank
conducts operations; the impact of the COVID-19 pandemic; the
effects of changes in monetary and fiscal policy, including changes
in interest rate policies of the Bank of Canada; changing global commodity prices; the
effects of competition in the markets in which VersaBank operates;
capital market fluctuations; the timely development and
introduction of new products in receptive markets; the impact of
changes in laws and regulations pertaining to financial services;
changes in tax laws; technological changes; unexpected judicial or
regulatory proceedings; unexpected change in consumer spending and
saving habits; and VersaBank's anticipation of and success in
managing the risks resulting from the foregoing. Forward-looking
statements are based on information available to the Bank on
the date hereof, and it does not have, and expressly disclaims, any
obligation to publicly release any updates or any changes in its
expectations, or any change in events, conditions, or circumstances
on which any forward-looking statement is based. The Bank's actual
results and the timing of certain events could differ materially
from the forward-looking statements. These forward-looking
statements do not reflect the potential impact of any mergers,
acquisitions, or other business combinations that had not been
completed as of the date of this release.
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SOURCE VersaBank