VERSABANK COMPLETES SUCCESSFUL OFFERING OF COMMON SHARES

Rhea-AI Summary

VersaBank (NASDAQ: VBNK) has completed its public offering of common shares, selling 5,660,378 shares at US$13.25 per share. The offering generated gross proceeds of US$75 million before underwriting discounts and costs. The bank granted underwriters an over-allotment option for up to 15% additional shares, exercisable until January 15, 2025.

The net proceeds will be used for general banking purposes and will qualify as Common Equity Tier 1 capital. Raymond James & Associates served as the sole bookrunning manager, with Keefe, Bruyette & Woods and Roth Canada as co-managers. The shares were offered through a prospectus supplement dated December 16, 2024, to the bank's short form base shelf prospectus dated November 22, 2024.

Positive

• Successfully raised US$75 million in gross proceeds
• Proceeds will strengthen Common Equity Tier 1 capital
• Additional capital potential through 15% over-allotment option

Negative

• Potential dilution for existing shareholders due to new share issuance
• Share offering price of US$13.25 represents new share supply pressure

Insights

Investment Banking Analyst

VersaBank's successful US$75 million common share offering represents a significant capital raise that strengthens its balance sheet and regulatory capital position. The pricing at US$13.25 per share demonstrates solid institutional investor confidence, particularly noteworthy given current market conditions. The addition of this capital as Common Equity Tier 1 (CET1) - the highest quality regulatory capital - will enhance the bank's ability to pursue growth opportunities and maintain strong regulatory ratios.

The overallotment option of up to 15% additional shares could potentially increase the total raise to approximately US$86.25 million. Raymond James leading the offering as sole bookrunner, supported by KBW and Roth Canada, indicates strong syndicate support. The successful execution across both U.S. and Canadian markets demonstrates VersaBank's ability to access diverse capital sources.

For retail investors: Think of this like a company strengthening its foundation before building higher - the fresh capital provides VersaBank more resources to grow while maintaining safety margins required by regulators. The dual-listed structure (NASDAQ/TSX) offers improved trading liquidity and broader investor access.

Financial Risk Analyst

The timing and execution of this offering reveal strategic capital management by VersaBank. With a pre-offering market cap of $357.4 million, this $75 million raise represents a substantial 21% increase in the bank's equity base. While this implies notable dilution for existing shareholders, the strengthened capital position provides important benefits:

• Enhanced lending capacity to support business growth
• Improved resilience against potential market stress scenarios
• Greater flexibility for strategic initiatives or acquisitions

The international approach to the offering, utilizing the U.S./Canada Multijurisdictional Disclosure System, reflects sophisticated capital markets execution. For the average investor, this is comparable to a company building up its war chest - having more resources available while maintaining strong safety buffers required in banking.

 The Base Shelf Prospectus and the Prospectus Supplement are accessible on SEDAR+ and on EDGAR  

LONDON, ON, Dec. 18, 2024 /PRNewswire/ - VersaBank (NASDAQ: VBNK) (TSX: VBNK) (the "Bank") today announced that it has successfully completed its previously announced public offering of common shares (the "Offering") at a price to the public of US$13.25 (approximately CAD$18.95) per share. An aggregate of 5,660,378 common shares were sold by the Bank for gross proceeds, before underwriting discounts and offering costs, of US$75,000,009 (approximately CAD$107,287,513).

The Bank has also granted the Underwriters (as defined below) an over-allotment option to purchase up to an additional 15% of the common shares sold pursuant to the Offering, which is exercisable until January 15, 2025.

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.

Raymond James & Associates, Inc. acted as the sole bookrunning manager, and Keefe, Bruyette & Woods, A Stifel Company, and Roth Canada, Inc. acted as co-managers for the Offering (collectively, the "Underwriters").

The common shares were offered by way of a prospectus supplement dated December 16, 2024 (the "Prospectus Supplement") to the Bank's short form base shelf prospectus dated November 22, 2024 (the "Base Shelf Prospectus"), which was filed with the securities regulatory authorities in each of the provinces and territories of Canada except Quebec. The Prospectus Supplement was also filed with the U.S. Securities and Exchange Commission (the "SEC"), as a supplement to the Bank's registration statement on Form F-10 (the "Registration Statement") under the U.S./Canada Multijurisdictional Disclosure System. The Prospectus Supplement, the Base Shelf Prospectus and the Registration Statement contain important detailed information about the Offering. Access to the Base Shelf Prospectus, the Prospectus 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 thereto. The Base Shelf Prospectus and the Prospectus Supplement are accessible on SEDAR+ at www.sedarplus.ca, and the Registration Statement and the Prospectus Supplement are accessible on EDGAR at www.sec.gov. An electronic or paper copy of the Base Shelf Prospectus, the Registration Statement, the Prospectus 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. 

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.

All amounts expressed in Canadian dollars or "C$" have been converted from United States dollars based on the C$/US$ daily average exchange rate on December 17, 2024 (as reported by the Bank of Canada).

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 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

FAQ

How much did VersaBank (VBNK) raise in its December 2024 common share offering?

VersaBank raised US$75 million (approximately CAD$107.3 million) in gross proceeds through the offering of 5,660,378 common shares at US$13.25 per share.

What is the over-allotment option in VersaBank's (VBNK) 2024 share offering?

VersaBank granted underwriters an option to purchase up to an additional 15% of the common shares sold in the offering, exercisable until January 15, 2025.

How will VersaBank (VBNK) use the proceeds from its 2024 share offering?

VersaBank will use the net proceeds for general banking purposes, and the funds will qualify as Common Equity Tier 1 capital for the bank.

Who were the underwriters for VersaBank's (VBNK) December 2024 share offering?

Raymond James & Associates acted as the sole bookrunning manager, while Keefe, Bruyette & Woods and Roth Canada acted as co-managers for the offering.