FAX Capital Corp. filed for a proposed public offering its units, each consisting of 1 subordinate voting share and 1 subordinate voting share warrant.
The offering will be on a best-efforts basis by a syndicate of agents led by CIBC Capital Markets and National Bank Financial Inc.
Each warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, 1 subordinate voting share at an exercise price equal to the offering price, which will be determined by negotiation among the company and the agents, at any time prior to the date that is 24 months following the closing of the offering.
While FAX Capital's subordinate voting shares are listed on the Canadian Securities Exchange, the company also applied to have those shares and the shares that will be issued under the offering listed on the TSX Venture Exchange. The company also applied to list on both the Toronto Stock Exchange and Aequitas NEO Exchange. The company's applications are still pending.
Upon and as a condition to the closing of the offering, FAX Investments Inc. will subscribe, on a private placement basis, for multiple voting share of FAX Capital at a subscription price equal to the offering price for an aggregate subscription purchase amount equal to the sum of C$75.0 million and the gross proceeds of the offering realized at closing in excess of the proceeds from the minimum offering of C$25.0 million of units up to a maximum subscription amount by Fax Investments of C$200.0 million. Fax Investments will not receive any warrants related to its equity investment.
FAX Capital will invest the net proceeds of the offering and Fax Investments' equity investment according to its business objective. Shareholders will vote on the equity investment, among other things, at their Sept. 25 special meeting.
