New York, New York–(Newsfile Corp. – January 13, 2021) – GetSwift Technologies Limited (NEO: GSW) (“GetSwift” or the “Corporation“) is pleased to announce that the scheme of arrangement between GetSwift Limited, an Australian public company listed on the Australian Securities Exchange (“GSW“) (ASX: GSW) and its shareholders under Part 5.1 of the Australian Corporations Act 2001 (Cth) (the “Arrangement“) has been implemented.
Pursuant to the Arrangement, all of the issued and outstanding fully paid ordinary shares of GSW (each a “GSW Share“) were exchanged for common shares (each a “Common Share“) in the capital of the Corporation based on an exchange ratio of seven GSW Shares for each Common Share (the “Exchange Ratio“), with any fractional entitlement a Common Share resulting from such exchange being rounded down to the nearest whole number of Common Shares, and GSW became a wholly-owned subsidiary of the Corporation. In addition, in connection with the implementation of the Arrangement, the one preferred share in the capital of the Corporation, being the only security of the Corporation issued and outstanding prior to implementation of the Arrangement, was repurchased and cancelled by the Corporation.
In connection with the implementation of the Arrangement, the Common Shares have been listed and are posted for trading on the NEO Exchange Inc. (the “NEO“) under the symbol “GSW” as of the open of trading on January 13, 2021. GSW intends to apply to ASX to be removed from the official list of the ASX with effect from the close of trading on ASX on January 15, 2021. The Arrangement is further described in the Corporation’s final prospectus dated January 4, 2021 (the “Prospectus“) filed with the securities regulatory authorities in the provinces of British Columbia and Ontario.
The Prospectus qualifies the distribution for resale under applicable securities laws and trading on NEO of (i) the 30,764,917 Common Shares, all issued for no additional consideration in exchange for 215,354,419 GSW Shares pursuant to the Arrangement, and (ii) up to 1,388,167 Common Shares (“Option Shares“), all issuable upon the due exercise of certain legacy options of GSW (the “GSW Options“). An aggregate of 47,458 Common Shares issued under the Arrangement, representing 0.002% of the issued and outstanding Common Shares, attributable to Ineligible Foreign Shareholders (as defined in the Prospectus) were issued to the Canaccord Genuity Corp. (“Canaccord“), as Sale Agent, pursuant to an agreement between Canaccord and the Corporation, under which Canaccord will sell such Common Shares on NEO and account to each Ineligible Foreign Shareholder for the proportion of the net proceeds from the sale of such Common Shares. The Prospectus contains important information relating to the Corporation, GSW and its business, and the securities of the Corporation. A copy of the Prospectus can be obtained under the Corporation’s profile on SEDAR at www.sedar.com.
Dentons acted as Canadian counsel to the Corporation and GSW in connection with the Arrangement and listing on NEO, Canaccord Genuity Corp. acted as financial adviser to the Corporation and GSW in connection with the listing on NEO, and Jones Day LLP acted as Australian counsel to GSW in connection with the Arrangement.
About GetSwift Technologies Limited
The Corporation was incorporated under the Business Corporations Act (British Columbia) for the sole purpose of facilitating the redomiciling of GSW to Canada pursuant to the Arrangement, whereby the Corporation became the new parent company of GSW and its subsidiaries. The Corporation has filed and obtained a receipt for a final prospectus dated January 4, 2021. A copy of the Prospectus can be obtained under Getswift’s corporate profile on SEDAR at www.sedar.com. The Corporation’s Common Shares are listed on NEO under the symbol “GSW”.
About GetSwift Limited
Technology to Optimise Global Delivery Logistics
GSW is a technology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the “GetSwift Offering“). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.
GSW is headquartered in New York and is listed on the Australian Securities Exchange (ASX: GSW).
For further background, please visit www.getswift.co.
GetSwift Technologies Limited
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Corporation, to the future outlook of the Corporation and anticipated events or results and may include statements regarding the future financial performance of the Corporation. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Forward looking Statements in this press release include statements related to the Arrangement, the distribution of securities under the Prospectus, the listing of the Common Shares on NEO, the exercise of the GSW Options, and the Corporation’s plans, focus and objectives. Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation’s expectations include the Corporation’s ability to maintain the listing of its Common Shares on NEO and the other risk factors set forth in the Prospectus under the heading “Risk Factors”. The Corporation undertakes no obligation to 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. New factors emerge from time to time, and it is not possible for the Corporation to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws. Accordingly, the common shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Corporation in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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