The Base Shelf Prospectus and the
Preliminary Supplement are accessible on SEDAR+ and on
EDGAR
LONDON,
ON, Dec. 16, 2024 /PRNewswire/ - VersaBank
(Nasdaq: VBNK) (TSX: VBNK) (the "Bank") today announced that
it has filed a preliminary prospectus supplement (the "Preliminary
Supplement") to its short form base shelf prospectus dated
November 22, 2024 (the "Base Shelf
Prospectus"). The Preliminary Supplement was filed in connection
with a public offering of the Bank's common shares (the
"Offering"). The Preliminary Supplement has been filed with the
securities regulatory authorities in each of the provinces and
territories of Canada except
Quebec. The Preliminary Supplement
has also been filed with the U.S. Securities and Exchange
Commission (the "SEC") as part of a registration statement on Form
F-10 (the "Registration Statement") under the U.S./Canada
Multijurisdictional Disclosure System.
Raymond James & Associates,
Inc. is acting as the sole bookrunning manager, and Keefe, Bruyette
& Woods, Inc., A Stifel Company, and Roth Canada, Inc. are
acting as co-managers for the Offering (collectively, the
"Underwriters").
The Bank will also grant the Underwriters an over-allotment
option to purchase up to an additional 15% of the common shares to
be sold pursuant to the Offering (the "Over-Allotment Option"). The
Over-Allotment Option will be exercisable for a period of 30 days
from the date of the final prospectus supplement relating to the
Offering.
The Bank expects that the net proceeds from the Offering will be
used for general banking purposes and will qualify as Common Equity
Tier 1 capital for the Bank.
The closing of the Offering will be subject to a number of
customary closing conditions, including the listing of the common
shares on the Nasdaq and TSX, and any required approvals of each
exchange.
No securities regulatory authority has either approved or
disapproved the contents of this news release. This news 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 province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state
or jurisdiction. The Preliminary Supplement, the Base Shelf
Prospectus and the Registration Statement contain important
detailed information about the Offering.
Access to the Base Shelf Prospectus and the Preliminary
Supplement, and any amendments to the documents, will be provided
in accordance with securities legislation relating to procedures
for providing access to a shelf prospectus supplement, a base shelf
prospectus and any amendment. The Base Shelf Prospectus and the
Preliminary Supplement are accessible on SEDAR+ at www.sedarplus.ca
and on EDGAR at www.sec.gov. An electronic or paper copy of the
Base Shelf Prospectus, the Registration Statement, the Preliminary
Supplement, and any amendment to the documents may be obtained
without charge, from Raymond James
& Associates, Inc., Attention: Equity Syndicate – 880 Carillon
Parkway, St. Petersburg, Florida.
Telephone: (800) 248-8863 or e-mail: prospectus@raymondjames.com by
providing the contact with an email address or address, as
applicable. Prospective investors should read the Base Shelf
Prospectus, the Registration Statement and the Preliminary
Supplement (and any final prospectus supplement, when filed) before
making an investment decision.
About VersaBank
VersaBank is a North American bank (federally chartered in
Canada and the United States) with a difference.
VersaBank has a branchless, digital, business-to-business model
based on its proprietary state-of-the-art technology that enables
it to profitably address underserved segments of the banking
industry in a significantly risk mitigated manner. Because
VersaBank obtains substantially all of its deposits and undertakes
the majority of its lending electronically through financial
intermediary partners, it benefits from significant operating
leverage that drives efficiency and return on common equity. In
March 2022, VersaBank launched its
unique Receivable Purchase Program ("RPP") funding solution for
point-of-sale finance companies, which has been highly successful
in Canada for nearly 15 years, to
the underserved multi-trillion-dollar U.S. market. VersaBank also
owns Washington, DC-based DRT
Cyber Inc., a North America leader
in the provision of cyber security services to address the rapidly
growing volume of cyber threats challenging financial institutions,
multi-national corporations and government entities.
Forward-looking Statements
This press release contains forward-looking information and
forward-looking statements within the meaning of applicable
securities laws ("forward-looking statements") including statements
regarding the proposed Offering, the terms of the Offering and the
proposed use of proceeds. Words such as "expects", "is expected",
"anticipates", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes", "aims", "endeavours", "projects",
"continue", "predicts", "potential", "intends", or the negative of
these terms or variations of such words and phrases, or statements
that certain actions, events or results "may", "could", "would",
"might", "will" or "should" are intended to identify
forward-looking statements.
These forward-looking statements by their nature require the
Bank to make assumptions and are subject to inherent risks and
uncertainties that may be general or specific, including without
limitation with respect to: the strength of the Canadian and U.S.
economies in general and the strength of the local economies within
Canada and the U.S. in which the
Bank conducts operations; the effects of changes in monetary and
fiscal policy, including changes in interest rate policies of the
Bank of Canada and the U.S.
Federal Reserve; global commodity prices; the effects of
competition in the markets in which the Bank operates; inflation;
capital market fluctuations; the timely development and
introduction of new products in receptive markets; the impact of
changes in the laws and regulations pertaining to financial
services; changes in tax laws; technological changes; unexpected
judicial or regulatory proceedings; unexpected changes in consumer
spending and savings habits; the impact of wars or conflicts on
global supply chains and markets; the impact of outbreaks of
disease or illness that affect local, national or international
economies; the possible effects on our business of terrorist
activities; natural disasters and disruptions to public
infrastructure, such as transportation, communications, power or
water supply; and the Bank's anticipation of and success in
managing the risks implicated by the foregoing. The foregoing list
of important factors is not exhaustive. Although the Bank
believes that the assumptions underlying these forward-looking
statements are reasonable, they may prove to be incorrect, and
readers cannot be assured that the Offering discussed above will be
completed on the terms described above. Completion of the proposed
Offering is subject to numerous factors, many of which are beyond
the Bank's control, including but not limited to, the failure of
customary closing conditions and other important factors disclosed
previously and from time to time in the Bank's filings with the SEC
and the securities commissions or similar securities regulatory
authorities in each of the provinces or territories of Canada. The forward-looking statements
contained in this news release represent the Bank's expectations as
of the date of this news release, or as of the date they are
otherwise stated to be made, and subsequent events may cause these
expectations to change. The Bank undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except
as may be required by law.
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SOURCE VersaBank