WeCommerce Holdings Ltd. (formerly, Brachium Capital Corp.) (the
“
Company”) (TSXV: WE) is pleased to announce that
it has completed its previously announced “
Qualifying
Transaction” (as defined by Policy 2.4 of the TSX Venture
Exchange (the "
Exchange")) involving a three
cornered amalgamation where WeCommerce Holdings Ltd., a private
British Columbia Corporation, (“
WeCommerce”), was
amalgamated with a wholly-owned subsidiary of the Company (the
“
Qualifying Transaction”). In addition, the
Company is pleased to announce the conversion and exchange of the
subscription receipts (the “
Subscription
Receipts”) issued in connection with WeCommerce’s
previously announced $60 million private placement offering (the
“
Offering”) of Subscription Receipts co-led by
Canaccord Genuity Corp. and TD Securities Inc. (the “
Lead
Agents”).
Immediately prior to the closing of the Qualifying
Transaction, the Company consolidated its issued and outstanding
Class A common shares on a 36.9763 to 1 basis (each
post-consolidation Class A common share, a “Common
Share”) and changed its name from “Brachium Capital Corp.”
to “WeCommerce Holdings Ltd.” The Company's new CUSIP number will
be 94847U103 and its new ISIN will be CA94847U1030. Shareholders of
the Company are not required to take any action with respect to the
consolidation or the name change and are not required to exchange
their existing share certificates for new certificates bearing the
Company's new name. The Company's transfer agent, Computershare
Investor Services Inc., will send registered shareholders a new
Direct Registration System advice (DRS) representing the number of
post-consolidation Common Shares held by such shareholders.
Upon completion of the Qualifying Transaction,
including the completion of the Offering, the issued and
outstanding share capital of the Company consists of 35,961,591
Common Shares with outstanding options to acquire an additional
1,588,339 Common Shares and outstanding warrants to acquire 10,818
Common Shares.
Final acceptance of the Qualifying Transaction will
occur upon the issuance of the Final Exchange Bulletin by the
Exchange. Subject to final acceptance by the Exchange, the Company
will be classified as a Tier 1 issuer pursuant to Exchange
policies. The Common Shares are expected to commence trading on the
Exchange under the symbol “WE.V” at the opening of the markets on
December 14, 2020.
In connection with the Qualifying Transaction, the
Company’s incumbent board of directors has resigned and the board
of directors has been reconstituted and is now comprised of the
following individuals: Andrew Wilkinson, Sara Elford, Chris
Sparling, Shane Parrish and Tim McElvaine. In addition, the board
has appointed Chris Sparling as Chief Executive Officer, and Evan
Brown as Chief Financial Officer. Sara Elford will serve as Chair
of the Company’s audit committee.
“Completing this Qualifying Transaction is a
milestone achievement," said Chris Sparling, CEO of WeCommerce.
"With the proceeds raised, we will continue to position ourselves
as the acquirer of choice for software companies within Shopify's
partner ecosystem.”
Full details of the Qualifying Transaction and
certain other matters are set out in the filing statement of the
Company dated November 30, 2020 (the “Filing
Statement”). A copy of the Filing Statement can be found
under the Company’s SEDAR profile on SEDAR at www.sedar.com.
The Concurrent Financing
As previously announced, WeCommerce and the Company
engaged Canaccord Genuity Corp. and TD Securities Inc., to act as
co-lead agents, together with Stifel Nicolaus Canada Inc. and PI
Financial Inc. (collectively, the “Agents”) to
complete a private placement offering of Subscription Receipts on a
“commercially reasonable efforts” basis.
The Company is also pleased to announce that the
Offering was oversubscribed and WeCommerce that the maximum amount
offered under the Offering was raised, being 431,692 Subscription
Receipts at a price of $138.99 per Subscription Receipt for
aggregate gross proceeds of $60,000,871. In connection with the
Offering, WeCommerce paid the Agents a cash fee of $3,000,000.
Immediately prior to the closing of the Qualifying
Transaction, each Subscription Receipt was automatically converted
into one common share of WeCommerce which was then be immediately
exchanged for 19.8554 Common Shares of the Company at a
post-transaction price per Common Share of $7.00.
It is expected that the net proceeds of the
Offering will be used primarily for strategic acquisitions and
general working capital purposes.
In connection with the Offering, the following
shareholders have agreed to enter into contractual lockup
agreements with the Lead Agents restricting transfer of their
securities:
- Tiny Island
Holdings Ltd., Wilkinson Ventures Ltd. and Tiny Capital Ltd. have
agreed, in relation to 75% of their securities of the Company, that
they will not, directly or indirectly, sell, grant, secure, pledge,
or otherwise transfer such Common Shares or securities convertible
into Common Shares until December 9, 2023; and
- Tiny Island
Holdings Ltd., Table Holdings LP, Freemark Partners Holding Company
LLC, certain other shareholders and each of the applicable
directors and officers of the Company have agreed that they will
not, directly or indirectly, sell, grant, secure, pledge, or
otherwise transfer any of their Common Shares or securities
convertible into Common Shares (other than Common Shares acquired
pursuant to the Offering) until June 7, 2021.
Early Warning Disclosure as a result of
Completion of the Qualifying Transaction
Pursuant to the Qualifying Transaction, Andrew
Wilkinson, a director of the Company acquired control over (i)
11,126,668 Common Shares, through the issuance of such shares to
Tiny Island Holdings Ltd. ("Tiny Island"); (ii)
428,559 Common Shares, through the issuance of such shares to
Wilkinson Ventures Ltd. (“Wilkinson Ventures”) and
(ii) options to acquire 307,223 Common Shares through the issuance
of such options to Tiny Capital Ltd. (“Tiny
Capital”), each being entities controlled by Mr.
Wilkinson, all of which were issued in exchange for the common
shares of WeCommerce held by Tiny Island, Wilkinson Ventures and
Tiny Capital prior to completion of the Qualifying Transaction. On
a non-diluted basis, Mr. Wilkinson exercises control over
11,555,227 (32.1%) of the Common Shares. On a fully-diluted basis,
Mr. Wilkinson exercises control over 11,862,450 (31.5%) of the
issued and outstanding Common Shares. Chris Sparling, the Chief
Executive Officer of the Company holds an approximate 20% interest
in each of Tiny Island and Tiny Capital. Mr. Wilkinson currently
does not have any plan to acquire or dispose of additional
securities of the Company. However, Mr. Wilkinson may acquire
additional securities of the Company, dispose of some or all of the
existing or additional securities he holds or will hold, or may
continue to hold his current position, depending on market
conditions, reformulation of plans and/or other relevant
factors.
Pursuant to the Qualifying Transaction, Table
Holdings LP (“Table”) acquired control over
6,382,976 Common Shares all of which were issued in exchange for
the common shares of WeCommerce held by Table prior to completion
of the Qualifying Transaction. On a non-diluted basis, Table
exercises control over 6,382,976 (17.7%) of the Common Shares. On a
fully-diluted basis, Table exercises control over 6,382,976 (17%)
of the issued and outstanding Common Shares. Table currently does
not have any plan to acquire or dispose of additional securities of
the Company. However, Table may acquire additional securities of
the Company, dispose of some or all of the existing or additional
securities it holds or will hold, or may continue to hold its
current position, depending on market conditions, reformulation of
plans and/or other relevant factors.
Pursuant to the Qualifying Transaction, Freemark
Partners Holding Company LLC (“Freemark”) acquired
control over 4,319,821 Common Shares all of which were issued in
exchange for the common shares of WeCommerce held by Freemark prior
to completion of the Qualifying Transaction. On a non-diluted
basis, Freemark exercises control over 4,319,821 (12%) of the
Common Shares. On a fully-diluted basis, Freemark exercises control
over 4,319,821 (11.5%) of the issued and outstanding Common Shares.
Freemark currently does not have any plan to acquire or dispose of
additional securities of the Company. However, Freemark may acquire
additional securities of the Company, dispose of some or all of the
existing or additional securities it holds or will hold, or may
continue to hold its current position, depending on market
conditions, reformulation of plans and/or other relevant
factors.
The foregoing disclosure regarding is being
disseminated pursuant to National Instrument 62-103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting.
Copies of the early warning reports with respect to the foregoing
will appear on the Company's profile on the System for Electronic
Document Analysis and Retrieval ("SEDAR") at www.sedar.com and may
also be obtained by contacting the Company’s CFO Evan Brown at
evan@wecommerce.co or 250-888-9424.
For additional information concerning the
Qualifying Transaction and the foregoing matters in connection
therewith, please refer to the Company’s press releases dated
August 17, 2020, October 29, 2020, November 26, 2020 and November
30, 2020 and the Filing Statement, all of which are available under
WeCommerce’s SEDAR profile at www.sedar.com.
About WeCommerce Holdings Ltd.
WeCommerce is holding company that owns a family of
companies and brands in the Shopify partner ecosystem, including,
Pixel Union, Out of the Sandbox, Yopify, SuppleApps, Rehash and
Foursixty. The Company’s primary focus is to build, grow and
acquire businesses that serve the Shopify Partner ecosystem. These
businesses consist largely of Software as a Service, Digital Goods
and Services businesses. Generally, these businesses build Apps and
Themes and run Agencies that support Shopify merchants.
WeCommerce is focused on acquiring businesses with
growth potential, a sustainable competitive advantage and that are,
or have the potential to become, a leader within their particular
market. The Company targets businesses within the Shopify ecosystem
due to its confidence in the Shopify platform, the fragmented
nature of the ecosystem and the attractive economics that the
businesses generally exhibit. As one of Shopify’s first partners
since 2010, WeCommerce believes it is well positioned to continue
to identify acquisition opportunities in the Shopify Partner
ecosystem..
For more information, please contact:
Evan Brown, Chief Financial Officer
evan@wecommerce.co250-888-9424
Cautionary Note Regarding Forward-Looking
Information
This press release contains statements which
constitute “forward-looking statements” and “forward-looking
information” within the meaning of applicable securities laws
(collectively, “forward-looking statements”), including statements
regarding the plans, intentions, beliefs and current expectations
of the Company with respect to future business activities and
operating performance. Forward-looking statements are often
identified by the words “may”, “would”, “could”, “should”, “will”,
“intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or
similar expressions and includes information regarding the
anticipated use of proceeds of the Offering.
Investors are cautioned that forward-looking
statements are not based on historical facts but instead reflect
the Company’s expectations, estimates or projections concerning
future results or events based on the opinions, assumptions and
estimates of management considered reasonable at the date the
statements are made. Although the Company believes that the
expectations reflected in such forward-looking statements are
reasonable, such statements involve risks and uncertainties, and
undue reliance should not be placed thereon, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of the Company. Among the key
factors that could cause actual results to differ materially from
those projected in the forward-looking statements are the
following: changes in general economic, business and political
conditions, including changes in the financial markets; changes in
applicable laws and regulations both locally and in foreign
jurisdictions; compliance with extensive government regulation; the
risks and uncertainties associated with foreign markets. These
forward-looking statements may be affected by risks and
uncertainties in the business of the Company and general market
conditions, including COVID-19.
Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected. Although the Company has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended and
such changes could be material. The Company does not intend, and do
not assume any obligation, to update the forward-looking statements
except as otherwise required by applicable law.
Investors are cautioned that, except as disclosed
in the management information circular or filing statement prepared
in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying Transaction may
not be accurate or complete and should not be relied upon. Trading
in the securities of the Company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of
the Qualifying Transaction and has neither approved nor disapproved
the contents of this press release.
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.
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