Statement re Closing of IPO and Listing on TSX ...
Genesis Worldwide Inc. Announces Successful Closing of Initial Public
Offering and Listing on TSX and AIM
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, July 3 /CNW/ - Genesis Worldwide Inc. (the "Corporation" or
"Genesis") is pleased to announce that it has completed its initial public
offering of 10,000,000 common shares at a price of $2.00 (GBP0.94) per common
share (the "Offering") for aggregate gross proceeds of $20,000,000. The common
shares will begin trading today on the Toronto Stock Exchange and the AIM
market of the London Stock Exchange under the symbol "GWI".
The Offering was made through an underwriting syndicate which was led by
Canaccord Adams and included CIBC World Markets Inc. and TD Securities Inc.
Transaction Highlights
- The Offering consisted of the new issue of 10,000,000 common shares
- The Corporation's common shares will begin trading on the Toronto
Stock Exchange and on the AIM market of the London Stock Exchange
today
- It is intended that the funds raised from the new issue of shares will
be used:
- to fund an expansion of the Corporation's sales, marketing and
customer support capabilities
- to fund an expansion of the sales, marketing and project
management capabilities for the Corporation's structural products
- to install a complete coil-to-panel line at the Corporation's new
Vaughan, Ontario facility
- to fund on-going research and development
- to repay the outstanding principal, interest and penalties under
the Corporation's outstanding debentures
- for general corporate purposes
- Lead Underwriter to the transaction was Canaccord Adams
- CIBC World Markets Inc. and TD Securities Inc., together with the Lead
Underwriter, were the Underwriters
Vince Mifsud, President and Chief Executive Officer of Genesis,
commented, "We are extremely pleased to have achieved this important milestone
in the development of our company. We intend to focus on providing the Genesis
Solution, our proprietary green structural building technology, to those
companies globally ready to embrace the movement toward sustainable building
materials and methodologies. It is expected that the proceeds from our initial
public offering will be primarily used to execute our international growth
strategy through the expansion of our licensee network."
Offering Statistics
Offering Price $2.00 GBP0.94
Number of Common Shares prior to the Offering 20,982,858
Number of Common Shares under option or warrant
prior to the Offering 2,526,174
Number of Common Shares being issued by the
Corporation pursuant to the Offering 10,000,000
Number of Common Shares under option or warrant
immediately following the Offering 3,416,886
Fully diluted share capital following the Offering 34,399,744
Percentage of Enlarged Share Capital being
placed pursuant to the Offering 29.12%
Estimated net proceeds of the Offering
receivable by the Company $15,134,352 GBP7,097,000
Notes:
1. These statistics do not take into account any exercise of the over-
allotment option referred to below. See the Corporation's prospectus
for further details.
2. Based on an exchange rate of GBP1 : C$2.1325.
Over-Allotment Option, Compensation Options and Stabilization
Transactions
In connection with the Offering, the Underwriters may engage in
over-allotment and stabilizing transactions in relation to common shares. The
Corporation has granted the Underwriters an option (the "Over-Allotment
Option") to cover over-allotments, if any, and for market stabilization
purposes. The Over-Allotment Option may be exercised by the Underwriters, in
whole or part, for a 30-day period following the closing of the Offering, and
entitles the Underwriters to purchase from the Corporation up to that number
of common shares as is equal to 15% of the aggregate number of common shares
sold pursuant to the Offering, at the Offering price.
The Corporation has also granted the Underwriters compensation options
entitling the Underwriters to purchase in aggregate 500,000 common shares, an
amount equal to 5% of the total number of common shares sold pursuant to the
Offering, at the Offering price. Such compensation options are exercisable at
any time in the twelve month period following the closing of the Offering.
The common shares issued pursuant to the Offering have not been, and will
not be, registered under the United States Securities Act of 1933, as amended
(the "Act") and may not be offered or sold in the United States absent
registration or any applicable exemption from the registration requirement of
such Act. Accordingly, 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
these securities in any jurisdiction in which such offer, solicitation or same
would be unlawful prior to qualification under the securities laws of any such
jurisdiction.
About Genesis Worldwide Inc.
Genesis Worldwide Inc. is headquartered in Mississauga, Ontario, Canada
and has licensees worldwide. Genesis develops and licenses structural building
technology aimed at the residential, commercial and institutional building
markets. Genesis offers licensees a turn-key solution enabling them to custom
design, manufacture and install complete light steel building structures. The
Genesis Solution encompasses engineered processes and materials that are
environmentally sustainable or "green". For additional information about
Genesis, visit www.genesisworldwide.com.
Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking information within the meaning of securities laws.
Forward-looking information may relate to the Corporation's future
outlook and anticipated events or results and, in some cases, can be
identified by terminology such as "may", "will", "should", "expect", "plan",
"anticipate", "believe", "intend", "estimate", "predict", "potential",
"continue" or other similar expressions concerning matters that are not
historical facts.
These statements are based on certain factors and assumptions including
expected growth, results of operations, performance and business prospects and
opportunities. While the Corporation considers these assumptions to be
reasonable based on information currently available to us, they may prove to
be incorrect.
Forward-looking information is also subject to certain factors, including
risks and uncertainties, that could cause actual results to differ materially
from what we currently expect. These factors include changes in market and
competition, governmental or regulatory developments and general economic
conditions. Additional information identifying risks and uncertainties are
contained in Genesis' prospectus filed with the Canadian securities regulatory
authorities, available at www.sedar.com.
For further information: Genesis Worldwide Inc.: Vince Mifsud, President and
Chief Executive Officer, Tel: (905) 285-9909, Email: vmifsud(at)genesistp.com;
Canaccord Adams: Robert Finlay, Erin Needra, Tel: +44 020 7050 6500
(GWI. GWI)