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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Shopify Inc | NYSE:SHOP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.58 | 3.58% | 74.58 | 74.88 | 73.06 | 73.88 | 7,346,108 | 00:58:39 |
|
| |
Price to the
Public(1)
|
| |
Underwriters’
Discounts and
Commissions
|
| |
Net Proceeds
to the
Company(2)
|
Per Offered Share
|
| |
US$900.00
|
| |
US$15.75
|
| |
US$884.25
|
Total Offering(3)
|
| |
US$990,000,000.00
|
| |
US$17,325,000.00
|
| |
US$972,675,000.00
|
(1)
|
The price of the Offered Shares was determined by negotiation between the Company and the Underwriters (as defined herein), with reference to the then-current market price of the Class A Subordinate Voting Shares.
|
(2)
|
Before deducting the expenses of the Offering, estimated to be approximately US$550,000.00, which, together with the Underwriters’ discounts and commissions, will be paid for by us out of the gross proceeds of the Offering. See “Underwriting”.
|
(3)
|
We have granted to the Underwriters an option (the “Over-Allotment Option”), exercisable for 30 days from the date of this Prospectus Supplement, to purchase up to 165,000 additional Class A Subordinate Voting Shares (representing 15% of the total number of shares offered hereunder) at the Offering Price listed above, less underwriting discounts and commissions. The Underwriters may exercise this option solely for the purpose of covering the Underwriters’ over-allocation position, if any, made in connection with the initial offering of the Class A Subordinate Voting Shares offered by this Prospectus Supplement and consequent market stabilization purposes. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Discounts and Commissions” and “Net Proceeds to the Company” will be US$1,138,500,000.00, US$19,923,750.00 and US$1,118,576,250.00, respectively. See “Underwriting”.
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Book-Running Managers
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Citigroup
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Goldman Sachs & Co. LLC
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| |
Credit Suisse
|
Co-Manager
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RBC Capital Markets
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(a)
|
Shopify’s audited consolidated financial statements as at and for the years ended December 31, 2019 and December 31, 2018, together with the related notes thereto, management’s annual report on internal control over financial reporting and the report of our Independent Registered Public Accounting Firm thereon (the “2019 Annual Financial Statements”);
|
(b)
|
Shopify’s Management’s Discussion and Analysis for the year ended December 31, 2019 (the “2019 Annual MD&A”);
|
(c)
|
Shopify’s Annual Information Form dated February 12, 2020 (the “Annual Information Form”);
|
(d)
|
Shopify’s Management Information Circular dated April 16, 2020 in connection with the annual general meeting of the shareholders of Shopify held on May 27, 2020;
|
(e)
|
Shopify’s unaudited interim condensed consolidated financial statements as at June 30, 2020 and for the three and six months ended June 30, 2020 and 2019, together with the related notes thereto (the “Q2 2020 Financial Statements”); and
|
(f)
|
Shopify’s Management’s Discussion and Analysis as at and for the three and six months ended June 30, 2020 (the “Q2 2020 MD&A”).
|
|
| |
Year Ended
December 31,
|
| |
Six Months
Ended June 30,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
High
|
| |
1.3600
|
| |
1.3642
|
| |
1.4496
|
| |
1.3600
|
Low
|
| |
1.2988
|
| |
1.2288
|
| |
1.2970
|
| |
1.3087
|
Average
|
| |
1.3269
|
| |
1.2957
|
| |
1.3651
|
| |
1.3336
|
Period end
|
| |
1.2988
|
| |
1.3642
|
| |
1.3628
|
| |
1.3087
|
•
|
significant volatility in the market price and trading volume of comparable companies, including in relation to the overall market volatility connected to uncertainty regarding the COVID-19 pandemic;
|
•
|
actual or anticipated changes or fluctuations in our operating results or in the expectations of market analysts;
|
•
|
adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
|
•
|
short sales, hedging and other derivative transactions in our shares;
|
•
|
announcements of technological innovations, new products, strategic alliances or significant agreements by us or by our competitors;
|
•
|
changes in the prices of our solutions or the prices of our competitors’ solutions;
|
•
|
litigation or regulatory action against us;
|
•
|
breaches of security or privacy, and the costs associated with any such breaches and remediation;
|
•
|
investors’ general perception of us and the public’s reaction to our press releases, our other public announcements and our filings with the SEC, and Canadian securities regulators;
|
•
|
fluctuations in quarterly results;
|
•
|
publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
|
•
|
changes in general political, economic, geopolitical, industry, social and market conditions and trends;
|
•
|
sales of our Class A Subordinate Voting Shares and Class B multiple voting shares by our directors, executive officers and existing shareholders;
|
•
|
recruitment or departure of key personnel; and
|
•
|
the other risk factors described in the Annual Information Form and the Q2 2020 MD&A.
|
•
|
require that any action to be taken by our shareholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
establish an advance notice procedure for shareholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; and
|
•
|
require the approval of a two-thirds majority of the votes cast by shareholders present in person or by proxy in order to amend certain provisions of our restated articles of incorporation, including, in some circumstances, by separate class votes of holders of our Class A Subordinate Voting Shares and Class B multiple voting shares.
|
|
| |
As at June 30, 2020
|
||||||
|
| |
Actual
|
| |
As Adjusted
|
| |
As Further
Adjusted
|
|
| |
($ thousands)
|
||||||
Cash, cash equivalents and marketable securities
|
| |
$4,000,955
|
| |
$4,973,080
|
| |
$5,762,530
|
|
| |
|
| |
|
| |
|
Long-term debt
|
| |
$—
|
| |
$—
|
| |
$—
|
|
| |
|
| |
|
| |
|
Notes(1)
|
| |
—
|
| |
—
|
| |
789,450
|
Total Long-term debt
|
| |
$—
|
| |
$—
|
| |
$789,450
|
|
| |
|
| |
|
| |
|
Shareholders’ equity
|
| |
|
| |
|
| |
|
— Class A Subordinate Voting Shares and Class B multiple voting shares
|
| |
$4,859,950
|
| |
$5,832,075
|
| |
$5,832,075
|
— Additional paid-in-capital
|
| |
73,578
|
| |
73,578
|
| |
73,578
|
—Accumulated deficit and accumulated other comprehensive income
|
| |
(304,589)
|
| |
(304,589)
|
| |
(304,589)
|
— Total shareholders’ equity
|
| |
4,628,939
|
| |
5,601,064
|
| |
5,601,064
|
|
| |
|
| |
|
| |
|
Consolidated capitalization
|
| |
$4,628,939
|
| |
$5,601,064
|
| |
$6,390,514
|
(1)
|
Assumes completion of the Concurrent Note Offering of $800,000,000 principal amount of Notes. The entire proceeds of the Concurrent Note Offering have been included in this figure. Under current applicable accounting principles, a component of the Notes will be bifurcated to equity to account for the conversion feature in the instrument. The initial liability carrying amount for the Notes will be the fair value of a similar debt instrument that does not have a conversion feature, valued using our cost of capital for straight, unconvertible debt.
|
Date
|
| |
Type of Security Issued
|
| |
Number of
Securities
Issued
|
| |
Issuance/Exercise
Price per Security
($)
|
September 11, 2019 to
September 11, 2020
|
| |
Options to purchase Class A
Subordinate Voting Shares(1)
|
| |
375,294
|
| |
$348.51 (weighted average exercise price)
|
|
| |
|
| |
|
| |
|
September 11, 2019
to September 11, 2020
|
| |
RSUs and DSUs(2)
|
| |
562,594
|
| |
—
|
|
| |
|
| |
|
| |
|
September 19, 2019
|
| |
Class A Subordinate Voting Shares(3)
|
| |
2,185,000
|
| |
$317.50
|
|
| |
|
| |
|
| |
|
May 7, 2020
|
| |
Class A Subordinate Voting Shares(4)
|
| |
2,127,500
|
| |
$700.00
|
|
| |
|
| |
|
| |
|
September 11, 2019 to
September 11, 2020
|
| |
Class A Subordinate Voting Shares(5)
|
| |
514,973
|
| |
$331.34
|
|
| |
|
| |
|
| |
|
September 11, 2019 to
September 11, 2020
|
| |
Class A Subordinate Voting Shares
|
| |
3,011,066 (6)
|
| |
$63.05 (weighted average exercise price)(7)
|
|
| |
|
| |
|
| |
|
September 11, 2019 to
September 11, 2020
|
| |
Class B multiple voting shares(8)
|
| |
501,161
|
| |
$3.38 (weighted average exercise price)
|
(1)
|
Issued under the Stock Option Plan and the 6RS Stock Option Plan.
|
(2)
|
Issued under the LTIP.
|
(3)
|
Issued under a prospectus supplement dated September 16, 2019 to the Company’s short form base shelf prospectus dated August 3, 2018.
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(4)
|
Issued under a prospectus supplement dated May 7, 2020 to the Company’s short form base shelf prospectus dated August 3, 2018.
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(5)
|
Issued in connection with the acquisition of 6RS.
|
(6)
|
Includes 929,787 Class A Subordinate Voting Shares issued upon the exercise of options pursuant to the Stock Option Plan and the 6RS Stock Option Plan, 866,736 Class A Subordinate Voting Shares issued as a result of conversions of Class B multiple voting shares and 1,214,543 Class A Subordinate Voting Shares issued upon vesting of RSUs pursuant to the LTIP.
|
(7)
|
Exercise price relates solely to Class A Subordinate Voting Shares issued upon the exercise of options pursuant to the Stock Option Plan.
|
(8)
|
Issued upon the exercise of options pursuant to the Legacy Option Plan.
|
Month
|
| |
Price per Class A
Subordinate
Voting Share ($)
Monthly High
|
| |
Price per Class A
Subordinate
Voting Share ($)
Monthly Low
|
| |
Class A
Subordinate
Voting Share
Total Volume
for Period
|
September 2019
|
| |
395.71
|
| |
286.07
|
| |
11,969,454
|
October 2019
|
| |
349.22
|
| |
291.11
|
| |
10,272,543
|
November 2019
|
| |
344.00
|
| |
282.16
|
| |
7,335,599
|
December 2019
|
| |
416.60
|
| |
311.60
|
| |
8,674,206
|
January 2020
|
| |
481.56
|
| |
396.00
|
| |
6,223,246
|
February 2020
|
| |
587.00
|
| |
425.69
|
| |
9,455,684
|
March 2020
|
| |
514.00
|
| |
305.84
|
| |
14,070,606
|
April 2020
|
| |
665.34
|
| |
335.00
|
| |
12,670,827
|
May 2020
|
| |
844.00
|
| |
595.19
|
| |
12,299,741
|
Month
|
| |
Price per Class A
Subordinate
Voting Share (C$)
Monthly High
|
| |
Price per Class A
Subordinate
Voting Share (C$)
Monthly Low
|
| |
Class A
Subordinate
Voting Shares
Total Volume
for Period
|
September 2019
|
| |
524.64
|
| |
380.21
|
| |
5,948,958
|
October 2019
|
| |
462.97
|
| |
380.80
|
| |
4,301,850
|
November 2019
|
| |
457.50
|
| |
372.01
|
| |
3,700,698
|
December 2019
|
| |
544.00
|
| |
414.38
|
| |
4,979,571
|
January 2020
|
| |
639.09
|
| |
514.74
|
| |
6,238,714
|
February 2020
|
| |
786.07
|
| |
567.42
|
| |
7,120,062
|
March 2020
|
| |
688.35
|
| |
435.03
|
| |
10,910,128
|
April 2020
|
| |
945.36
|
| |
476.38
|
| |
7,005,589
|
May 2020
|
| |
1,206.08
|
| |
840.01
|
| |
5,957,443
|
June 2020
|
| |
1,301.77
|
| |
943.74
|
| |
5,822,963
|
July 2020
|
| |
1,472.98
|
| |
1,190.00
|
| |
4,532,655
|
August 2020
|
| |
1,467.00
|
| |
1,285.00
|
| |
3,744,289
|
September 1, 2020 – September 14, 2020
|
| |
1,502.00
|
| |
1,178.39
|
| |
2,511,023
|
Name
|
| |
Number of
Offered Shares
|
Citigroup Global Markets Canada Inc.
|
| |
455,714
|
Goldman Sachs & Co. LLC
|
| |
455,714
|
Credit Suisse Securities (USA) LLC
|
| |
141,429
|
RBC Dominion Securities Inc.
|
| |
47,143
|
Total:
|
| |
1,100,000
|
|
| |
No Exercise
(per Offered
Share)
|
| |
Full Exercise
(per Offered
Share)
|
| |
No Exercise
(total)
|
| |
Full Exercise
(total)
|
Price to the Public
|
| |
US$900.00
|
| |
US$900.00
|
| |
US$990,000,000.00
|
| |
US$1,138,500,000.00
|
Underwriters’ Discounts and Commissions
|
| |
US$15.75
|
| |
US$15.75
|
| |
US$17,325,000.00
|
| |
US$19,923,750.00
|
Net Proceeds to the Company
|
| |
US$884.25
|
| |
US$884.25
|
| |
US$972,675,000.00
|
| |
US$1,118,576,250.00
|
•
|
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Class A Subordinate Voting Shares or Class B multiple voting shares of the Company (collectively, the subject shares) or any securities convertible into or exercisable or exchangeable for any subject shares or publicly disclose the intention to do so; or
|
•
|
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the subject shares or such other securities;
|
•
|
transactions relating to the subject shares or other securities acquired in open market transactions after the completion of the Offering; provided that no filing or public announcement under Section 16(a) of the Exchange Act, under any Canadian securities laws or otherwise is required or voluntarily made during the restricted period in connection with any such subsequent sales of the subject shares or other securities acquired in such open market transactions;
|
•
|
the exercise of stock options or other similar awards granted pursuant to our equity incentive plans or the vesting or settlement of awards granted pursuant to our equity incentive plans (including the delivery and receipt of subject shares, other awards or any securities convertible into or exercisable or exchangeable for subject shares in connection with such vesting or settlement), provided that the foregoing restrictions shall apply to any locked-party’s subject shares or any security convertible into or exchangeable for such shares issued or received upon such exercise, vesting or settlement;
|
•
|
transfers of subject shares or any security convertible into or exercisable or exchangeable for such shares: (i) as a bona fide gift, including as a result of estate or intestate succession, or pursuant to a will or other testamentary document; (ii) if the locked-up party is a natural person, to a member of the immediate family of such locked-up party, any trust or other like entity for the direct or indirect benefit of such locked-up party or the immediate family of such locked-up party or to a corporation, partnership, limited liability company or other entity of which such locked-up party and the immediate family of such locked-up party are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity; and (iii) if the locked-up party is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of such locked-up party or any affiliate (as defined in Rule 405 under the Securities Act), wholly owned subsidiary, limited partner, member or stockholder of such locked-up party, to any affiliate, wholly owned subsidiary, limited partner, member or stockholder of such locked-up party or to any investment fund or other entity controlled or managed by such locked up-party; provided that in the case of any transfer or distribution pursuant to this paragraph, no public filing or public announcement under Section 16(a) of the Exchange Act or Canadian securities laws, reporting a reduction in beneficial ownership of the subject shares, shall be required or shall be voluntarily made during the restricted period;
|
•
|
the sale of subject shares or other securities by officers or directors of the Company or their affiliates pursuant to an automatic share distribution plan established pursuant to Canadian securities laws in effect as of the date of the Underwriting Agreement, provided that the total number of subject shares sold pursuant to such plans shall not exceed 82,488 during the restricted period;
|
•
|
(A) the establishment or modification of any trading plan that complies with Rule 10b5-1 under the Exchange Act or similar plan under Canadian securities laws for the transfer of subject shares, provided that (i) such plan does not provide for the transfer or modification of such shares during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act or Canadian securities laws, if any, is required or voluntarily made regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer or modification of such shares may be made under such plan during the restricted period, and (B) the termination of any trading plan established pursuant to Rule 10b5-1 under the Exchange Act or similar plan under Canadian securities laws for the transfer of subject shares;
|
•
|
the transfer of subject shares or any security convertible into or exercisable or exchangeable for such shares to us, pursuant to agreements or rights in existence on the date hereof under which we have the option to repurchase such shares or a right of first refusal with respect to transfers of such shares, in each case, in connection with the termination of the locked-up party’s employment or other service relationship with us; provided that any public filing or public announcement under Section 16(a) of the Exchange Act or Canadian securities laws required or voluntarily made during the restricted period shall clearly indicate that such transfer was made solely to the Company pursuant to the circumstances described above;
|
•
|
the transfer of subject shares or any securities convertible into or exercisable or exchangeable for such shares from a locked-up party to the Company (or the purchase and cancellation of same by us) upon a vesting event of our securities or upon the exercise of options to purchase such shares by a locked-up party, in each case on a “cashless” or “net exercise” basis, or to cover tax withholding obligations of such locked-up party in connection with such vesting or exercise; provided that any public filing or public announcement under Section 16(a) of the Exchange Act or Canadian securities laws required or voluntarily made during the restricted period shall clearly indicate that such transfer was made pursuant to the circumstances described above;
|
•
|
the transfer of subject shares or any security convertible into or exercisable or exchangeable for such shares pursuant to a bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of such shares involving a change of control of the Company, provided that in the event that the tender offer, merger, amalgamation, consolidation or other such transaction is not completed, such shares owned by such locked-up party shall remain subject to the restrictions described in the immediately preceding paragraph;
|
•
|
the exercise of any right with respect to, or the taking of any other action in preparation for, a registration by the Company of subject shares or any securities convertible into or exercisable or exchangeable for such
|
•
|
any transfer of subject shares that occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order; provided that any public filing or public announcement under Section 16(a) of the Exchange Act or Canadian securities laws required or voluntarily made during the restricted period shall clearly indicate that such transfer was made solely to the Company pursuant to the circumstances described above; and
|
•
|
the conversion of Class B multiple voting shares into Class A Subordinate Voting Shares in accordance with their terms;
|
•
|
the Class A Subordinate Voting Shares to be sold by the Company in the Offering;
|
•
|
the issuance of Class A Subordinate Voting Shares upon the conversion of Class B multiple voting shares in accordance with their terms;
|
•
|
the issuance of the Notes in connection with the Concurrent Note Offering and the issuance of Class A Subordinate Voting Shares upon the conversion of the Notes;
|
•
|
the issuance by the Company of subject shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof;
|
•
|
subject shares issued or options or other securities granted pursuant to our incentive plans disclosed in the documents incorporated by reference into this Prospectus Supplement;
|
•
|
the filing by the Company of one or more registration statements on Form S-8;
|
•
|
the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of subject shares, provided that such plan does not provide for the transfer of subject shares during the restricted period and that to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of subject shares may be made under such plan during the restricted period; or
|
•
|
the entry into an agreement providing for the issuance by the Company of Class A Subordinate Voting Shares or any security convertible into or exercisable for Class A Subordinate Voting Shares in connection with the acquisition by the Company or any of its subsidiaries of the securities, technology, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, or the entry into an agreement providing for the issuance of Class A Subordinate Voting Shares or any security convertible into or exercisable for Class A Subordinate Voting Shares in connection with joint ventures, commercial relationships, debt financings, charitable contributions or other strategic corporate transactions, and the issuance of any such securities pursuant to any such agreement; provided that in the case of this exception, the aggregate number of Class A Subordinate Voting Shares that the Company may sell or issue or agree to sell or issue pursuant to this exception shall not exceed 10% of the total number of subject shares issued and outstanding immediately following the completion of the Offering and each recipient of Class A Subordinate Voting Shares or securities convertible into or exercisable or exchangeable for Class A Subordinate Voting Shares pursuant to this exception shall execute a lock-up agreement substantially in the form entered into by our other securityholders in connection with the Offering.
|
(a)
|
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
|
(b)
|
a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”) where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
|
(c)
|
not a qualified investor as defined in the Regulation (EU) No 2017/1129, known as the “Prospectus Regulation”.
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of our Class A Subordinate Voting Shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to our Class A Subordinate Voting Shares in, from or otherwise involving the United Kingdom.
|
•
|
25% or more of the issued shares of any class or series of the Company’s shares were owned by one or any combination of (1) the Non-Canadian Holder, (2) persons with whom the Non-Canadian Holder did not deal at “arm’s length” (within the meaning of the Tax Act), and (3) partnerships in which the Non-Canadian Holder or a person described in (2) holds a membership interest directly or indirectly through one or more partnerships, and
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more than 50% of the fair market value of the Offered Share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such foregoing properties, whether or not such properties exist.
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New Issue and Secondary Offering
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August 6, 2020
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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the names of the selling securityholders;
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the number or amount of Securities owned, controlled or directed by each selling securityholder;
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the number or amount of Securities being distributed for the account of each selling securityholder;
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the number or amount of Securities to be owned by the selling securityholders after the distribution and the percentage that number or amount represents of the total number of our outstanding Securities;
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whether the Securities are owned by the selling securityholders both of record and beneficially, of record only, or beneficially only; and
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all other information that is required to be included in the applicable Prospectus Supplement.
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change the rights, privileges, restrictions or conditions attached to the shares of that class;
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increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class; and
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make any class of shares having rights or privileges inferior to the shares of such class equal or superior to the shares of that class.
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a)
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offers a price per Class A Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Class B multiple voting shares;
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b)
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provides that the percentage of outstanding Class A Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with
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c)
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has no condition attached other than the right not to take up and pay for Class A Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Class B multiple voting shares; and
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d)
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is in all other material respects identical to the offer for Class B multiple voting shares.
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the specific designation of the Debt Securities; any limit on the aggregate principal amount of the Debt Securities; the date or dates, if any, on which the Debt Securities will mature and the portion (if less than all of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity;
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the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any interest payable on the Debt Securities that are in registered form;
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the terms and conditions under which we may be obligated to redeem, repay or purchase the Debt Securities pursuant to any sinking fund or analogous provisions or otherwise;
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the terms and conditions upon which we may redeem the Debt Securities, in whole or in part, at our option;
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the covenants applicable to the Debt Securities;
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the terms and conditions for any conversion or exchange of the Debt Securities for any other securities;
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whether the Debt Securities will be issuable in registered form or bearer form or both, and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the Debt Securities which are in bearer form and as to exchanges between registered form and bearer form;
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whether the Debt Securities will be issuable in the form of registered global securities (“Global Securities”), and, if so, the identity of the depositary for such registered Global Securities;
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the denominations in which registered Debt Securities will be issuable;
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each office or agency where payments on the Debt Securities will be made and each office or agency where the Debt Securities may be presented for registration of transfer or exchange;
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if other than U.S. dollars, the currency in which the Debt Securities are denominated or the currency in which we will make payments on the Debt Securities;
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material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Debt Securities;
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any index, formula or other method used to determine the amount of payments of principal of (and premium, if any) or interest, if any, on the Debt Securities; and
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any other terms of the Debt Securities which apply solely to the Debt Securities.
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the number of Warrants offered;
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the price or prices, if any, at which the Warrants will be issued;
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the currency at which the Warrants will be offered and in which the exercise price under the Warrants may be payable;
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upon exercise of the Warrant, the events or conditions under which the amount of Securities may be subject to adjustment;
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the date on which the right to exercise such Warrants shall commence and the date on which such right shall expire;
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if applicable, the identity of the Warrant agent;
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whether the Warrants will be listed on any securities exchange;
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whether the Warrants will be issued with any other Securities and, if so, the amount and terms of these Securities;
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any minimum or maximum subscription amount;
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whether the Warrants are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
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any material risk factors relating to such Warrants and the Securities to be issued upon exercise of the Warrants;
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any other rights, privileges, restrictions and conditions attaching to the Warrants and the Securities to be issued upon exercise of the Warrants;
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material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Warrants and the Securities to be issued upon exchange of the Warrants; and
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any other material terms or conditions of the Warrants and the Securities to be issued upon exercise of the Warrants.
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the number of Subscription Receipts offered;
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the price or prices, if any, at which the Subscription Receipts will be issued;
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the manner of determining the offering price(s);
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the currency at which the Subscription Receipts will be offered and whether the price is payable in installments;
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the Securities into which the Subscription Receipts may be exchanged;
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conditions to the exchange of Subscription Receipts into other Securities and the consequences of such conditions not being satisfied;
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the number of Securities that may be issued upon the exchange of each Subscription Receipt and the price per Security or the aggregate principal amount, denominations and terms of the series of Debt Securities that may be issued upon exchange of the Subscription Receipts, and the events or conditions under which the amount of Securities may be subject to adjustment;
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the dates or periods during which the Subscription Receipts may be exchanged;
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the circumstances, if any, which will cause the Subscription Receipts to be deemed to be automatically exchanged;
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provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts plus any interest or income earned thereon, and for the release of such proceeds from such escrow;
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if applicable, the identity of the Subscription Receipt agent;
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whether the Subscription Receipts will be listed on any securities exchange;
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whether the Subscription Receipts will be issued with any other Securities and, if so, the amount and terms of these Securities;
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any minimum or maximum subscription amount;
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•
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whether the Subscription Receipts are to be issued in registered form, “book-entry only” form, noncertificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
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•
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any material risk factors relating to such Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts;
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material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts;
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any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts; and
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any other material terms or conditions of the Subscription Receipts and the Securities to be issued upon exchange of the Subscription Receipts.
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the number of Units offered;
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the price or prices, if any, at which the Units will be issued;
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the manner of determining the offering price(s);
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the currency at which the Units will be offered;
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the Securities comprising the Units;
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whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities;
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•
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any minimum or maximum subscription amount;
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•
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whether the Units and the Securities comprising the Units are to be issued in registered form, “book-entry only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
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•
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any material risk factors relating to such Units or the Securities comprising the Units;
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•
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material Canadian federal income tax consequences and U.S. federal income tax consequences of owning the Securities comprising the Units;
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•
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any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and
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any other material terms or conditions of the Units or the Securities comprising the Units, including whether and under what circumstances the Securities comprising the Units may be held or transferred separately.
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