Threshold for Mandatory Conversion of Preferred Shares and Preference Units Reached
30 April 2021 - 7:46AM
Topicus.com Inc. (the "Company") (TSXV: TOI) announced today that
the threshold for the mandatory conversion of all preferred shares
of the Company, and all preference units of its subsidiary
Topicus.com Coöperatief U.A. (the “Coop”), has now been reached.
As contractually agreed by Constellation Software Inc. (TSX:
CSU) and the other investors in the Coop, once the subordinate
voting shares of the Company reach a pre-determined average trading
price, determined on the basis of the 60-day volume weighted
average trading price of such shares for any 60-day trading period
(the “Target Share Price”), all outstanding preferred shares of the
Company and preference units of the Coop must be, at the option of
the respective holder, either converted into subordinate voting
shares of the Company or ordinary units of the Coop respectively
(on a one-for-one basis), or, if such holder does not choose such
conversion, then such preferred shares or preference units must be
sold to and purchased by the Company and the Coop respectively in
exchange for a cash payment equal to approximately EUR 19.06 per
share or per unit as applicable.
As of April 29, 2021, the Target Share Price has now been
reached. As a result, the holders of the preferred shares of the
Company and the preference units of the Coop will be required to
provide their election no later than May 29, 2021. The actual
conversion or redemption of the preferred shares and the preference
units will occur on February 1, 2022.
About Topicus.com Inc.
Topicus.com Inc. is a leading pan-European provider of vertical
market software and vertical market platforms to clients in public
and private sector markets. Operating and investing in countries
and markets across Europe with long-term growth potential,
Topicus.com Inc. acquires, builds and manages leading software
companies providing specialized, mission-critical and high-impact
software solutions that address the particular needs of
customers.
For further information, contact:Topicus.com Inc.Jamal Baksh,
Chief Financial OfficerTel: (416) 861-9677
Topicus Com (TSXV:TOI)
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