Gibraltar Growth Corporation

Gibraltar Growth Corporation

October 02, 2015 08:08 ET

Gibraltar Growth Corporation Announces Completion of $100,000,000 Initial Public Offering of Class A Restricted Voting Units

TORONTO, ONTARIO--(Marketwired - Oct. 2, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

Gibraltar Growth Corporation (the "Corporation") is pleased to announce the closing of its initial public offering (the "Offering") of $100,000,000 of Class A Restricted Voting Units. The Corporation has granted the underwriters of the Offering a 30-day option following closing of the Offering to purchase up to an additional 1,500,000 Class A Restricted Voting Units, at a price of $10.00 each (the "Over-Allotment Option") for additional gross proceeds of up to $15,000,000. The proceeds from the distribution of the Class A Restricted Voting Units were (and the proceeds from any exercise of the Over-Allotment Option will be) deposited into an escrow account and will only be released upon certain prescribed conditions as further described in the final prospectus of the Corporation dated September 25, 2015.

Gibraltar Opportunity, Inc. ("Gibraltar Opportunity") is the sponsor of the Corporation and a wholly-owned subsidiary of Gibraltar & Company, Inc. ("Gibraltar"), a Toronto-based private investment management company.

Each Class A Restricted Voting Unit consists of one Class A Restricted Voting Share and one Warrant. Upon closing of the qualifying acquisition, each Class A Restricted Voting Share will be automatically converted into one Class B Share and each Warrant will entitle the holder thereof to purchase one Class B Share of the Corporation at an exercise price of $11.50 for a period commencing 30 days thereafter to five years after the completion of the qualifying acquisition, subject to the terms and conditions described in the final prospectus. Upon certain events, the Class A Restricted Voting Shares forming part of the Class A Restricted Voting Units will be redeemable by holders for a pro-rata portion of the escrow account, net of taxes payable and other prescribed amounts as further described in the final prospectus.

Simultaneously with the closing of the Offering, the Corporation's senior management, founders, directors and advisory board members invested $4 million in the Corporation, either directly or indirectly through Gibraltar, through an aggregate purchase of 400,000 Class B Units at an offering price of $10.00 per Class B Unit. Each Class B Unit consists of one Class B Share and one Warrant. As of the closing of the Offering, Gibraltar Opportunity holds 2,307,539 Class B Shares (including the Class B Shares forming part of the Class B Units) representing an approximate 68.2% interest in the Class B Shares and an approximate 17.2% of the total Class A Restricted Voting Shares and Class B Shares, assuming no forfeiture by Gibraltar Opportunity of any of its Class B Shares. Gibraltar Opportunity's position in the Corporation was acquired for investment purposes.

The Class A Restricted Voting Units will commence trading today on the Toronto Stock Exchange under the symbol "GBG.UN". The Class A Restricted Voting Units will separate into Class A Restricted Voting Shares and Warrants approximately 40 days following the closing of the Offering and will trade under the symbols "GBG.A" and "GBG.WT", respectively.

The Offering is being distributed by a syndicate of underwriters led by CIBC, TD Securities Inc. and Cantor Fitzgerald & Co., and includes National Bank Financial Inc.

This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the final prospectus will be available on SEDAR at www.sedar.com.

About Gibraltar Growth Corporation

Gibraltar Growth Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting a qualifying acquisition.

About Gibraltar Opportunity, Inc.

Gibraltar Opportunity, Inc. is a wholly-owned subsidiary of Gibraltar & Company, Inc., and the sponsor of Gibraltar Growth Corporation. Gibraltar Opportunity, Inc. provides advisory and revenue acceleration services to consumer-facing companies in technology and non-technology sectors, and will invest in non-technology opportunities directly and through Gibraltar Growth Corporation.

About Gibraltar & Company, Inc.

Gibraltar & Company, Inc. is a Toronto-based private investment management company involved in investment and advisory activities through two-wholly owned operating subsidiaries, Gibraltar Opportunity, Inc. and Gibraltar Ventures, Inc.

Forward-Looking Statements

This press release may contain forwardlooking information within the meaning of applicable securities legislation, which reflects Gibraltar Opportunity's and the Corporation's current expectations regarding future events. Forwardlooking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Gibraltar Opportunity's or the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forwardlooking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the final prospectus of the Corporation dated September 25, 2015. Neither Gibraltar Opportunity nor the Corporation undertake any obligation to update such forwardlooking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Contact Information

  • Gibraltar Growth Corporation
    Jeremy Stepak
    Chief Financial Officer
    (416) 583-1692