Givex Completes Qualifying Transaction
Toronto, Ontario–(Newsfile Corp. – November 25, 2021) – Givex Information Technology Group Limited (formerly County Capital 2 Ltd.) (“Givex” or the “Corporation“) (TSXV: CTWO.P), is pleased to announce that it has completed the acquisition (the “Qualifying Transaction“) of all of the issued and outstanding securities of Givex Corporation (“Prior Givex“), constituting its “Qualifying Transaction” within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV“).
Prior to completion of the Qualifying Transaction, the Corporation effected a consolidation (the “Consolidation“) of its outstanding common shares on the basis of one post-Consolidation common share for every 9.1871 pre-Consolidation common shares and changed its name from “County Capital 2 Ltd.” to “Givex Information Technology Group Limited”.
“Completing our go-public transaction, including an upsized financing of $22 million, in under three months from announcement, is a testament to the extraordinary efforts undertaken by everyone involved,” commented Don Gray, CEO of Givex. “We’re excited at what the future has in store for Givex, now that we have full access to the public markets”, continued Mr. Gray. “We’re grateful to our long-term and new shareholders for placing their trust in us as we continue Givex’s march towards solidifying its position among the world’s leading fintech companies.”,
The Qualifying Transaction was completed by way of a business combination pursuant to which, among other things: (a) Prior Givex merged with County Subco Corp. (the “Merger“), an entity incorporated for the purposes of the Merger, pursuant to the provisions of the International Business Companies Act (Bahamas) (the “IBCA“), following which Givex Corporation (“Mergeco“) survived as the successor corporation; (b) all of the class A ordinary shares of Prior Givex (“Prior Givex Class A Shares“), including those issued as a result of the conversion of the Subscription Receipts (as defined below), class B ordinary shares of Prior Givex and class C preference shares of Prior Givex outstanding immediately prior to the Merger were exchanged for class A ordinary shares of Mergeco (the “Mergeco Shares“), which Mergeco Shares were subsequently exchanged with the Corporation for post-Consolidation common shares of the Corporation (each, a “Resulting Issuer Share“) on the basis of one Mergeco Share for one Resulting Issuer Share (the “Exchange Ratio“); and (c) all convertible securities of Prior Givex were exchanged for convertible securities of the Corporation on economically equivalent terms on the basis of the Exchange Ratio as further described in the filing statement of the Corporation.
The Corporation has received conditional approval from the TSXV and the Toronto Stock Exchange (the “TSX“) to de-list the Resulting Issuer Shares from the TSXV and concurrently list the Resulting Issuer Shares on the TSX under the ticker symbol “GIVX”. Final approval will occur upon the issuance of the final exchange bulletin by the TSX. It is anticipated that trading of the Resulting Issuer Shares under the new ticker symbol will commence on the TSX on or about December 1, 2021.
Immediately following completion of the Qualifying Transaction, Tyler Lang and Paul Dinelle resigned from their positions as officer and directors of the Corporation, as applicable, Rob Munro resigned from his position as officer of the Corporation and Jeff Hergott resigned from his position as a director of the Corporation, and the following individuals were appointed as officers and directors of the Corporation:
- Don Gray, Chief Executive Officer and Director
- Jim Woodside, Chief Financial Officer and Director
- Michael Carr, Lead Independent Director
- Robert Munro, Director
- Miles Evans, Director
- Brittain Brown, President
- Graham Campbell, Chief Operating Officer
- Mo Chaar, Chief Commercial Officer
- Debra Demeza, Executive Vice President, Human Resources
- Jeff Hergott, Corporate Secretary
Immediately before the completion of the Qualifying Transaction and upon the satisfaction of certain escrow release conditions, each of the 22,000,000 subscription receipts (the “Subscription Receipts“) issued by Prior Givex on November 12, 2021 pursuant to a concurrent brokered and non-brokered private placement (the “Subscription Receipt Financing“) were automatically converted, for no additional consideration, into one Prior Givex Class A Share and one-half of one Prior Givex Class A Share purchase warrant (each whole warrant, a “Prior Givex Warrant“), with each Prior Givex Warrant exercisable to purchase one Prior Givex Class A Share at a price of $1.25 until November 25, 2023. In connection with the Merger, all such Prior Givex Class A Shares and Prior Givex Warrants were exchanged for Resulting Issuer Shares and warrants of the Corporation on economically equivalent terms (“Resulting Issuer Warrants“) on the basis of the Exchange Ratio.
In connection with the Subscription Receipt Financing, Prior Givex issued an aggregate of 1,538,600 compensation options (the “Prior Givex Compensation Options“) to certain agents and advisors, each Prior Givex Compensation Option exercisable to acquire one unit of Prior Givex comprising of one Prior Givex Class A Share and one-half of one Prior Givex Warrant at a price of $1.00 per unit until November 25, 2023. In connection with the Merger, all such Prior Givex Compensation Options were exchanged for compensation options of the Corporation on economically equivalent terms (“Resulting Issuer Compensation Options“) on the basis of the Exchange Ratio.
No fractional Resulting Issuer Shares were issued pursuant to the Consolidation. If, as a result of the Consolidation, a holder of pre-Consolidation common shares was otherwise entitled to a fraction of a Resulting Issuer Share, the number of Resulting Issuer Shares issuable to such holder was rounded down to the nearest whole number.
Following completion of the Qualifying Transaction, there are 115,108,304 Resulting Issuer Shares outstanding, of which 90,213,300 Resulting Issuer Shares, representing approximately 78.37% of the currently issued and outstanding Resulting Issuer Shares, are held by the former holders of Prior Givex shares (not including the Prior Givex shares issued upon the conversion of the Subscription Receipts). An aggregate of 65,120,081 Resulting Issuer Shares are subject to a contractual hold period negotiated with agents in the Subscription Receipt Financing, pursuant to which 50% of such shares shall become freely tradeable on each of the dates that is 180 days and 270 days following completion of the Qualifying Transaction (the “Lock-Up“).
For further information regarding the Qualifying Transaction and the Corporation, please see the Filing Statement of County Capital 2 Ltd. dated November 14, 2021, which is available on SEDAR at www.sedar.com, as well as the Corporation’s news releases dated September 8, 2021, October 5, 2021, October 12, 2021, October 14, 2021, November 12, 2021 and November 15, 2021.
The Corporation also announces that all matters submitted to shareholders for approval as set out in detail in the Corporation’s management information circular (the “Circular“) dated October 26, 2021 were approved at the special meeting of the shareholders of the Corporation held on November 24, 2021 (the “Meeting“).
Further information regarding the resolutions passed at the Meeting can be found in the Circular, which is available on the Corporation’s profile on SEDAR at www.sedar.com.
Grant of RSUs
The Corporation also announces that today it has granted a total of 3,785,000 restricted share units pursuant to the Restricted Share Unit Plan of the Corporation approved at the Meeting.
Early Warning Disclosure
As a result of the Qualifying Transaction, Krane & Company Inc., a company incorporated under the IBCA, acquired direct ownership of 37,665,075 Resulting Issuer Shares, representing approximately 32.72% of the issued and outstanding Resulting Issuer Shares. Such Resulting Issuer Shares are subject to the Lock-Up. Prior to completion of the Qualifying Transaction, Krane & Company Inc. did not have ownership of, or exercised control or direction over, any voting or equity securities of the Corporation. The sole shareholder of Krane & Company Inc. is Drake and Noseworthy Trust, of which Don Gray, Chief Executive Officer and Director of the Corporation and Debra Demeza, Executive Vice President, Human Resources of the Corporation, are beneficiaries. Don Gray holds 1,250,000 stock options to acquire Resulting Issuer Shares and Debra Demeza holds 250,000 stock options to acquire Resulting Issuer Shares and 1,826,700 restricted share units of the Corporation. Assuming the exercise of the foregoing stock options of the Corporation and the vesting of the foregoing restricted share units of the Corporation, Don Gray and Debra Demeza would indirectly own or control approximately 34.61% of the issued and outstanding Resulting Issuer Shares on a partially diluted basis. Krane & Company Inc., Don Gray and Debra Demeza each may, from time to time, take such actions in respect of their respective holdings in securities of the Corporation as they may deem appropriate, in light of the circumstances then existing, including the purchase of additional Resulting Issuer Shares or other securities of the Corporation or the disposition of all or a portion of the their respective securityholdings in the Corporation, subject in each case to applicable securities laws, the Lock-Up and the terms of such securities, as applicable. An early warning report will be filed by Krane & Company Inc., Don Gray and Debra Demeza in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Don Gray at 416-350-9660 (ext. 2227).
As a result of the Qualifying Transaction, RBC Trustees (Jersey) Limited, as trustee of JPE Trust, acquired, through its wholly owned subsidiary, Inter.Act Venture Fund Inc., control and direction of 18,630,660 Resulting Issuer Shares, representing approximately 16.19% of the issued and outstanding Resulting Issuer Shares. Such Resulting Issuer Shares are subject to the Lock-Up. Prior to completion of the Qualifying Transaction, RBC Trustees (Jersey) Limited, as trustee of JPE Trust did not have ownership of, or exercise control or direction over, any voting or equity securities of the Corporation. JPE Trust is discretionary in nature and no one beneficiary has any pre-determined entitlement to trust assets. In the future, subject to the Lock-Up and any other applicable restrictions, the JPE Trust /Inter.Act may discuss with management and/or the board of directors of the Givex any of the transactions listed in clauses (a) to (k) of item 5 of Form F1 of National Instrument 62-103 – The Early Warning System and Related Take-over Bid and Insider Reporting Issues and may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Givex, in such manner as deemed advisable to benefit from changes in market prices of the Givex’s securities, publicly disclosed changes in the operations of the Givex, its business strategy or prospects or from a material transaction of the Givex. An early warning report will be filed by RBC Trustees (Jersey) Limited, as trustee of JPE Trust, in accordance with applicable securities laws. The address for RBC Trustees (Jersey) Limited, as trustee of JPE Trust is Gaspé House, 66-72 Esplanade, St Helier, Jersey JE2 3QT. To obtain a copy of the early warning report, please contact Marc Ladouceur at 416-473-4070.
Givex is a fintech company with a 20-year track record of sustainable, profitable growth that has developed and commercialized a cloud-based, omnichannel technology platform, seamlessly integrating gift and loyalty programs, point of sale systems and flexible payment services to enterprise level retail and hospitality merchants across the globe. With clients including some of the world’s largest brands, Givex’s platform is currently deployed in over 90,000 client locations across 70 countries.
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Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward-Looking Information
This press release contains certain forward-looking statements, including statements about the Corporation’s future plans and intentions, and the trading of the Resulting Issuer Shares on the TSX. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
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