340268 ONTARIO LIMITED REORGANIZES ITS HOLDING IN VERSABANK

Rhea-AI Summary

On December 8, 2022, 340268 Ontario Limited announced the transfer of 8,135,892 common shares of VersaBank to GBH Inc. at a price of $10.07 per share, totaling $81,928,432. This transfer represents approximately 29.88% of VersaBank's total outstanding shares. Following the transaction, GBH will hold 29.88% of the shares, raising its total ownership with Patrick George to 35.95%. The transaction is subject to regulatory approvals and is part of a reorganization strategy for 340's holdings in VersaBank.

Positive

• Significant transaction value of $81,928,432 indicates investor confidence in VersaBank.
• Post-transaction ownership concentration (35.95%) could lead to more strategic decision-making.

Negative

• None.

This joint press release is being issued pursuant to section 5.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids.

LONDON, ON, Dec. 8, 2022 /PRNewswire/ - As part of a reorganization of its holdings in VersaBank, 340268 Ontario Limited ("340") announced today that it has agreed to transfer 8,135,892 common shares ("Common Shares") of VersaBank to GBH Inc. ("GBH") by means of a private transaction (the "Transaction"). 340 and GBH share the same eight shareholders, including Patrick George the sole director of 340 and GBH.  The purchase price is $10.07 per Common Share for aggregate consideration of $81,928,432.

The 8,135,892 Common Shares to be transferred pursuant to the Transaction constitute approximately 29.88% of the 27,228,182 outstanding Common Shares. Closing of the Transaction is subject to applicable regulatory approvals.

Before giving effect to the Transaction, GBH owned, or controlled or directed nil, or 0% of the issued and outstanding Common Shares and 340 owned, controlled or directed 8,135,892 Common Shares, representing approximately 29.88% of the issued and outstanding Common Shares. After giving effect to the Transaction, 340 will own no Common Shares and GBH will own, 8,135,892 Common Shares, representing approximately 29.88% of the issued and outstanding Common Shares and GBH together with Patrick George will own 9,789,397 Common Shares, representing approximately 35.95% of the issued and outstanding Common Shares.

The Transaction was conducted as part of a reorganization of 340's holdings in VersaBank. GBH is acquiring its interest in VersaBank for investment purposes, and each of GBH, Patrick George, and 340 may, on an individual basis, depending on market and other conditions increase or decrease its beneficial ownership, control or direction over securities of VersaBank through market transactions, private agreements, treasury issuances, exercises of options, convertible securities or otherwise.

The purchase of the Common Shares is being made pursuant to the private agreement exemption set forth in section 4.2 of National Instrument 62-104.

View original content:https://www.prnewswire.com/news-releases/340268-ontario-limited-reorganizes-its-holding-in-versabank-301697799.html

SOURCE VersaBank

FAQ

What are the details of the share transfer involving VBNK on December 8, 2022?

340268 Ontario Limited transferred 8,135,892 common shares of VersaBank to GBH Inc. at $10.07 per share, totaling $81,928,432.

What percentage of VersaBank does GBH own after the share transaction?

After the transaction, GBH will own approximately 29.88% of VersaBank.

Who are the shareholders involved in the VBNK transaction?

The transaction involves shareholders from both 340268 Ontario Limited and GBH Inc., including Patrick George.

Is the share transfer of VBNK subject to any approvals?

Yes, the transaction is subject to applicable regulatory approvals.

How does the share transfer affect the ownership structure of VBNK?

Post-transaction, GBH and Patrick George will collectively own approximately 35.95% of VersaBank.