Ms. Beth Reed reports
ARITZIA ANNOUNCES $66 MILLION SECONDARY OFFERING OF SUBORDINATE VOTING SHARES
Brian Hill, founder and executive chair of Aritzia Inc., together with certain entities owned and/or controlled, directly or indirectly, by him, or him and his immediate family, has entered into an agreement with CIBC Capital Markets, pursuant to which the underwriter has agreed to purchase on a bought deal basis an aggregate of 950,000 subordinate voting shares of the company held by the selling shareholders at an offering price of $69.85 per share for total gross proceeds to the selling shareholders of $66,357,500. Proceeds from the offering will be paid to the selling shareholders and the company will not receive any proceeds from the offering. The selling shareholders have granted the underwriter an overallotment option, exercisable at the offering price for a period of 30 days following the closing of the offering, to purchase up to an additional 95,000 shares to cover overallotments, if any, and for market stabilization purposes.
Following the offering, Mr. Hill will remain the company's largest shareholder with an approximately 17.3-per-cent equity interest. The proceeds from the offering are intended for estate planning, investment diversification and charitable giving purposes (including through the ARON Charitable Foundation, the Hill family's charitable foundation).
Pursuant to the offering, the selling shareholders will be selling a total of 950,000 shares (assuming no exercise of the overallotment option). Following completion of the offering (assuming no exercise of the overallotment option), there will be 94,531,671 subordinate voting shares outstanding and 19,774,244 multiple voting shares outstanding of the company.
The shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada, excluding Quebec, and may also be offered by way of private placement in the United States and internationally as permitted. A preliminary short form prospectus relating to the offering will be filed by no later than Feb. 18, 2025, with the Canadian securities regulatory authorities and closing of the offering is expected to occur on or about Feb. 28, 2025.
About Aritzia
Inc.
Aritzia is a design house with an innovative global platform. The company consists of creators and purveyors of everyday luxury, home to an extensive portfolio of exclusive brands for every function and individual aesthetic. Aritzia is about good design, quality materials and timeless style -- all with the well-being of people and the planet in mind.
Founded in 1984 in Vancouver, Canada, Aritzia prides itself on creating immersive, highly personalized shopping experiences on its on-line platform and in its 125-plus boutiques throughout North America -- for everyone, everywhere.
Aritzia's approach
Aritzia means style, not trend, and quality over everything. The company treats each in-house label as its own atelier, united by premium fabrics, meticulous construction and an of-the-moment point of view. Aritzia handpicks fabrics from the world's best mills for their feel, function and ability to last. It obsesses over proportion, fit and that just-right silhouette. From hand-painted prints to the art of pocket placement, Aritzia's innovative design studio considers and reconsiders each detail to create essentials you will reach for again, and again and again.
Required early warning disclosure
This additional disclosure is being provided pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed by the Hill entities (as defined below) with the regulatory authorities in each jurisdiction in which the company is a reporting issuer containing information with respect to the foregoing matters.
Mr. Hill, through entities owned and/or controlled, directly or indirectly, by him or by him and his immediate family, including AHI Investments (2024) A Inc., Sven Holdings Inc. and the ARON Charitable Foundation (the Hill entities), currently holds 286,895 subordinate voting shares and 20,437,349 multiple voting shares, representing an equity interest of approximately 18.1 per cent and a voting interest of approximately 68.6 per cent, in each case, on a non-diluted basis. The subordinate voting shares represent approximately 0.3 per cent of the outstanding subordinate voting shares and the multiple voting shares represent approximately 100.0 per cent of the outstanding multiple voting shares, in each case, on a non-diluted basis. In addition, Mr. Hill holds 887,066 options to acquire subordinate voting shares and 219,669 performance share units (PSUs).
Following closing of the offering (assuming no exercise of the overallotment option), the Hill entities will hold no subordinate voting shares and 19,774,244 multiple voting shares, representing an equity interest of approximately 17.3 per cent and a voting interest of approximately 67.7 per cent, in each case, on a non-diluted basis. The multiple voting shares will represent 100.0 per cent of the outstanding multiple voting shares. Mr. Hill will continue to hold 887,066 options and 219,669 PSUs following closing of the offering. Each multiple voting share represents 10 votes on all matters upon which holders of shares in the capital of Aritzia are entitled to vote and is convertible into one subordinate voting share at any time at the sole option of the holder.
The Hill entities may, depending on market conditions, acquire additional subordinate voting shares or dispose of multiple voting shares or subordinate voting shares in the future whether in transactions over the open market or through privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and estate planning, investment diversification, and charitable giving purposes (including through the ARON Charitable Foundation, the Hill family's charitable foundation).
Aritzia's head office is located at 611 Alexander St., Suite 118, Vancouver, B.C., Canada, V6A 1E1.
A copy of the early warning report will be filed under Aritzia's profile on SEDAR+ and further information and/or a copy of the early warning report may be obtained by contacting David Pfeifer at 604-404-0443. The head office of each of AHI Investments (2024) A, Sven Holdings and the ARON Charitable Foundation is located at 611 Alexander St., Suite 408, Vancouver, B.C., Canada, V6A 1E1.
We seek Safe Harbor.
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