LONDON, ON, Sept. 21, 2021 /PRNewswire/ - VersaBank
("VersaBank" or the "Bank") today announced the pricing of its
previously-announced public offering of VersaBank's common shares.
VersaBank will issue 5,500,000 shares at a price of US $10.00 per share, the equivalent of CAD
$12.80 per share based on today's
Bank of Canada exchange rate, for
gross proceeds of US $55,000,000. The
offering is expected to close on September
24, 2021, subject to customary closing conditions.
The offering is being conducted through a syndicate of
underwriters led by Raymond James
& Associates, Inc. as sole bookrunning manager and Keefe,
Bruyette & Woods, Inc., as co-manager and includes their
respective Canadian broker dealer affiliates.
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.
The Bank has also granted the underwriters an option to purchase
up to an additional 825,000 common shares, representing 15% of the
number of common shares to be sold pursuant to the public offering,
solely to cover the underwriters' over-allocation position, if any,
and for market stabilization purposes. The option is exercisable by
the underwriters for a period of 30 days following the closing of
the offering.
In connection with the offering, VersaBank has filed an amended
and restated preliminary prospectus supplement and will file a
final prospectus supplement to its base shelf prospectus with the
securities regulatory authorities in each of the provinces and
territories of Canada, except
Québec. The amended and restated preliminary prospectus
supplement and a base shelf prospectus have also been filed and a
final prospectus supplement will be filed with the U.S. Securities
and Exchange Commission as part of a registration statement on Form
F-10, as it may be amended from time to time, under the
U.S.-Canada multijurisdictional
disclosure system (MJDS). The public offering is being made in
Canada only by means of the base
shelf prospectus and prospectus supplement and in the United States only by means of the
registration statement, including the base shelf prospectus and
prospectus supplement. Such documents contain important information
about the offering. Copies of the base shelf prospectus and the
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.
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. VersaBank's Common Shares will begin trading on
the Nasdaq Global Select Market under the trading symbol "VBNK" on
September 22, 2021.
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; 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
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