Lightspeed Launches Offering of Subordinate Voting Shares
LIGHTSPEED LAUNCHES OFFERING OF SUBORDINATE VOTING SHARES
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Montreal, QC (August 12, 2019) – Lightspeed POS Inc. (“Lightspeed” or the “Company”) (TSX: LSPD)
today announced that it has filed a preliminary prospectus supplement (the “ Preliminary Supplement”) to
its short form base shelf prospectus dated August 6, 2019. The Preliminary Supplement was filed in
connection with a marketed public offering of Lightspeed’s subordinate voting shares (the “Offering”).
A total of 6,571,693 subordinate voting shares will be offered for sale under the Offering, which will be
conducted through a syndicate of underwriters (the “Underwriters”) led by BMO Capital Markets, J.P.
Morgan Securities Canada Inc. and National Bank Financial Inc. ( the “Joint Bookrunners”). 1,160,000
subordinate voting shares will be offered by Lightspeed, and an aggregate of 5,411,693 subordinate voting
shares will be offered by (a) DHI Dasilva Holdings Inc., an entity controlled by Dax Dasilva, Lightspeed’s
founder and Chief Executive Officer, (b) Caisse de dépôt et placement du Québec, (c) Inovia Capital
(through entities controlled by them) and (d) certain members of Lightspeed’s management (collectively,
the “Selling Shareholders”). Lightspeed will not receive any of the proceeds of the sale of subordinate
voting shares by the Selling Shareholders. The Selling Shareholders have agreed to a customary lock -up
period of 90 days following closing of the Offering, during which time they will be restricted from disposing
of any further securities of Lightspeed without the prior consent of the Joint Bookrunners. All of the existing
lock-up arrangements entered into at the time of Company’s initial public offering will continue to remain
in full force and effect in accordance with the terms set forth therein.
Lightspeed will also grant the Underwriters an over -allotment option, exercisable for a period of 30 days
from the date of the closing of the Offering, to purchase from treasury up to an additional 15% of the
subordinate voting shares to be sold pursuant to the Offering.
The Company currently expects that the net proceeds of the Offering will be used primarily to strengthen
the Company’s financial position and allow it to pursue its growth strategies, which include: expanding its
customer base; accelerating the rollout of Lightspeed Payments; supporting the growth of existing
customers; expanding its solutions; and selectively pursuing acquisitions.
Closing of the Offering will be subject to a number of conditions, including the entering into of the
definitive underwriting agreement, the listing of the subordinate voting shares issued by Lightspeed as part
of the Offering on the Toronto Stock Exchange (“TSX”), and any required approvals of the TSX.
The Preliminary Supplement has been filed with the securities regulatory authorities in each of the
provinces and territories of Canada. The Offering will also be extended to Qualified Institutional Buyers in
the United States pursuant to the exem ption from registration provided by Rule 144A under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) and corresponding exemptions from
registration under state securities laws.
No securities regulatory authority has either approved or disapproved the contents of this press release. The
subordinate voting shares have not been, and will not be, registered under the U.S. Securities Act, or any
state securities laws. Accordingly, the subordinate voting shares may not be offered or sold within the
United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant
to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities
laws. 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 subordinate voting shares in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
The Preliminary Supplement contains important detailed information about the Offering. A copy of the
Preliminary Supplement can be found on SEDAR at www.sedar.com . Copies of the Preliminary
Supplement may also be obtained from BMO Capital Markets, Brampton Distribution Centre C/O The Data
Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 or by telephone at (905) 791-3151
Ext 4312 or by email at [email protected] ; J.P. Morgan Securities Canada Inc., 66
Wellington Street West, Suite 4500, Toronto, Ontario, M5K 1E7; National Bank Financial Inc., Attention:
NBF Syndication (Tel: 416-869-6534), 130 King Street West, 4th Floor Podium, Toronto, ON, M5X 1J9,
email: [email protected];. Prospective investors should read the Preliminary Supplement before
making an investment decision.
About Lightspeed
Lightspeed (TSX: LSPD) is a cloud -based commerce platform powering small and medium -sized
businesses in approximately 100 countries around the world. With smart, scalable, and dependable point of
sale systems, it’s an all -in-one solution that helps restaurants and retailer s sell across channels, manage
operations, engage with consumers, accept payments, and grow their business.
Headquartered in Montréal, Canada, Lightspeed is trusted by favorite local businesses, where the
community goes to shop and dine. Lightspeed has gr own to over 800 employees, with offices in Canada,
USA, Europe, and Australia.
Forward-Looking Statements
This press release may include forward -looking information and forward- looking statements within the
meaning of applicable securities laws (“forward-looking statements”), including statements regarding the
proposed Offering and the terms thereof.
Forward-looking statements are statements that are predictive in nature, depend upon or refer to future
events or conditions and are identified by words such as “will”, “expects”, “anticipates”, “intends”, “plans”,
“believes”, “estimates” or similar expressions concerning matters that are not historical facts. Such
statements are based on current expectations of the Company's management and inherentl y involve
numerous risks and uncertainties, known and unknown, including economic factors. A number of risks,
uncertainties and other factors may cause actual results to differ materially from the forward -looking
statements contained in this news release, including, among other factors, those risk factors identified in
our most recent Management's Discussion and Analysis of Financial Condition and Results of Operations
and under “Risk Factors” in our most recent Annual Information Form, both of which are av ailable under
our profile on SEDAR at www.sedar.com. Forward- looking statements contained in this press release are
not guarantees of future performance and, while forward- looking statements are based on certain
assumptions that the Company considers reasonable, actual events and results could differ materially from
those expressed or implied by forward-looking statements made by the Company. Readers are cautioned to
consider these and other factors carefully when makin g decisions with respect to the Company and not
place undue reliance on forward-looking statements. Readers cannot be assured that the Offering discussed
above will be completed on the terms described above , or at all . Except as may be expressly required b y
applicable law, Lightspeed does not undertake any obligation to update publicly or revise any such forward-
looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Chris Mammone
The Blueshirt Group
Brandon Nussey
Chief Financial Officer
SOURCE Lightspeed POS Inc.
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