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Groupe Dynamite Inc. (CNW Group/GROUPE DYNAMITE INC)
Excited to embark in the next volume of Groupe Dynamite's story as a Montréal-based, TSX-listed growth-oriented and performance-driven company
All 6,000 Groupe Dynamite employees will have ownership exposure, aligning their interests with those of our shareholders
Marks first IPO in Québec in nearly three years and first in Canada in over a year
MONTRÉAL, Nov. 26, 2024 Groupe Dynamite Inc. ("Groupe Dynamite" or the "Company") (TSX: GRGD) is pleased to announce the successful closing of its previously announced initial public offering which was oversubscribed with significant support from institutional investors from both Canada and the US.
"As we embark on this exciting new volume of Groupe Dynamite's story, I am incredibly proud to lead an entrepreneurial and inclusive organization guided by strong values which transcend all of our actions and where everyone is rowing in the same direction. Together, we are united in our passion for building meaningful, emotional connections with our customers and we are more aligned than ever as owners in our commitment to driving Groupe Dynamite's long-term growth and creating value for all our stakeholders," said Andrew Lutfy, Chief Executive Officer and Executive Chairman of Groupe Dynamite.
"With a luxury-inspired mindset and a dedication to innovation and excellence, we are shaping a future where our brands remain inspiring and impactful. By harnessing our distinct brand identities, profound customer insights, disciplined execution, and adaptability, we are well-positioned to achieve enduring success," concluded Andrew Lutfy.
Pursuant to the offering, selling shareholders controlled by Andrew Lutfy sold an aggregate of 14,285,715 subordinate voting shares at an offering price of $21 per share, for aggregate gross proceeds of approximately $300 million. The underwriters have also been granted an over-allotment option to purchase up to an additional 2,142,857 subordinate voting shares at a price of $21 per share for additional gross proceeds of approximately $45 million if the over-allotment option is exercised in full. The over-allotment option can be exercised for a period of 30 days from the closing date of the offering.
The offering was made through a syndicate of underwriters led by Goldman Sachs Canada Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and TD Securities Inc., as joint lead bookrunners, and Barclays Capital Canada Inc., Desjardins Securities Inc., National Bank Financial Inc. and Scotia Capital Inc., as bookrunners, and including Canaccord Genuity Corp., CIBC World Markets Inc. and Stifel Nicolaus Canada Inc.
The subordinate voting shares are listed on the Toronto Stock Exchange in Canadian dollars under the symbol "GRGD". The offering was completed pursuant to Groupe Dynamite's supplemented PREP prospectus dated November 20, 2024, and filed with the securities regulators in each of the provinces and territories of Canada, a copy of which is available under Groupe Dynamite's profile on SEDAR+ at www.sedarplus.ca.
No securities regulatory authority has either approved or disapproved the contents of this news release. The subordinate voting shares 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. 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 news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities of Groupe Dynamite in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Early Warning Report
Prior to completion of the offering, the Company completed a series of transactions (the "Pre-Closing Reorganization"), pursuant to which, among other things, and as further described in the supplemented PREP prospectus, the Company amended its articles to (i) create the subordinate voting shares and the multiple voting shares, (ii) re-designate the issued and outstanding Class "A" shares as multiple voting shares on the basis of 4.249 Class "A" shares per multiple voting share, and (iii) re-designate all the issued and outstanding Class "G" shares, having an aggregate redemption value equal to approximately $500,000, for such number of multiple voting shares as was equal to the aggregate redemption value divided by the offering price of $21 per share. Following this amendment, 16084915 Canada Inc., 16084958 Canada Inc., and 16084834 Canada Inc. exchanged 14,285,715 multiple voting shares for the same number of subordinate voting shares.
After giving effect to the Pre-Closing Reorganization, 16084583 Canada Inc., 16084729 Canada Inc., 16084737 Canada Inc., 16084893 Canada Inc., 16084940 Canada Inc., 16084800 Canada Inc., 16084915 Canada Inc., 16084958 Canada Inc., 16086349 Canada Inc. and 16084834 Canada Inc. (collectively, the "Principal Shareholders") owned directly an aggregate of 14,285,715 subordinate voting shares and 93,263,779 multiple voting shares.
The subordinate voting shares and the multiple voting shares are substantially identical with the exception of the voting and conversion rights attached to the multiple voting shares. Each subordinate voting share is entitled to one vote and each multiple voting share is entitled to 10 votes on all matters upon which holders of shares are entitled to vote. The multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at any time at the option of the holders thereof and automatically in certain other circumstances.
Immediately following the Pre-Closing Reorganization, but prior to the offering, the Principal Shareholders owned 93,263,779 multiple voting shares and 14,285,715 subordinate voting shares, representing a security holding percentage of 99.97% of the multiple voting shares and 100% of the subordinate voting shares. After giving effect to the offering (assuming no exercise of the over-allotment option), the Principal Shareholders owned 93,263,779 multiple voting shares and no subordinate voting shares, representing a security holding percentage of 99.97% of the multiple voting shares and 86.7% of the subordinate voting shares (assuming the conversion of all of their multiple voting shares into subordinate voting shares).
Mr. Lutfy, his family trust, AJL Family Trust 2017 (the "Trust") and each of the Principal Shareholders may be considered to be joint actors. Mr. Lutfy controls and has an indirect ownership interest in each of the Principal Shareholders, and the Trust has an indirect ownership interest in the growth equity of the Principal Shareholders.
The securities of the Company were acquired for general investment purposes. Depending on various factors, including, without limitation, market conditions, general economic and industry conditions, the Company's business and financial condition or any other factors that Mr. Lutfy may deem relevant, Mr. Lutfy may take such actions with respect to his investment in the Company as he deems appropriate including, without limitation, acquiring, exercising, converting, exchanging, selling, distributing to investors or otherwise disposing of securities of the Company or securities exercisable for, or convertible or exchangeable into, securities of the Company, subject to applicable laws, the terms of the Company's articles, the lock-up agreements, the investor rights agreement and the coattail agreement, each as further described in the supplemented PREP prospectus.
A copy of the early warning report to be filed in respect of the transactions contemplated hereby can be obtained by contacting Christian Roy at 514-733-3962 ext. 723 or croy@dynamite.ca
About Groupe Dynamite Inc.
Groupe Dynamite Inc. (TSX: GRGD) is a growth-oriented company striving for excellence in the fashion retail industry. Operating retail stores and digital experiences under two complementary and spirited banners—GARAGE and DYNAMITE—we offer a wide range of women's fashion apparel, catering to the style preferences and lifestyle needs of Generation Z and Millennials. With leading key operating metrics and a commitment to innovation and disciplined execution, we are proud to deliver transformative customer experiences. Guided by our mission, "Empowering YOU to be YOU, one outfit at a time," we are a values-led, inclusive organization committed to inspiring confidence and self-expression. Proudly rooted in the chic and vibrant city of Montréal, our culture, values and distinct brands position us to shape the future of fashion while attracting and inspiring the next generation of leaders and creators. Our ownership-mentality and entrepreneurial mindset is reflected in our Shared Success Program, through which all our 6,000 employees will have ownership exposure. This alignment of interests and values fosters collaboration, fuels innovation, and creates meaningful long-term value for our team and stakeholders alike.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws, including statements with regard to the potential closing of the over-allotment option, Groupe Dynamite's expectations regarding its Shared Success Program and Groupe Dynamite's growth rates, growth strategies, objectives, operating model, and competitive position in the industry and the value creation for stakeholders. Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond Groupe Dynamite's control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, those described under "Risk Factors" in Groupe Dynamite's supplemented PREP prospectus. Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, including as detailed in "Forward-Looking Information" in Groupe Dynamite's supplemented PREP prospectus. Although the forward-looking information contained in this news release is based upon what management believes are reasonable assumptions, you are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this news release is provided as of the date of this news release, and Groupe Dynamite does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
