PP offering
Bought Private Placement Offering
The Transaction will also be funded through a "bought deal" private placement offering of subscription receipts as further described below.
NYX has entered into an underwriting agreement (the "Underwriting Agreement") to sell, on a bought deal basis, 54,550,000 subscription receipts ("Subscription Receipts") at a price of $2.75 per Subscription Receipt (the "Offering Price") for gross proceeds of $150.0 million (the "Offering") to Canaccord Genuity Corp. ("Canaccord Genuity"), Macquarie Capital Markets Canada Ltd. ("Macquarie Canada", together with Canaccord Genuity, the "Co-Leads") and a syndicate of underwriters (together with Canaccord Genuity and Macquarie Canada, the "Underwriters"). Each Subscription Receipt will entitle the holder thereof to receive, upon the Transaction closing, without payment of additional consideration or further action, one special warrant of NYX ("Special Warrant") in exchange for each Subscription Receipt.
Following the issuance of the Subscription Receipts, the Company will use its commercially reasonable efforts to file a prospectus in order to qualify in Canada the issuance of the underlying ordinary shares and warrants of NYX upon conversion of the Special Warrants. Each Special Warrant will automatically convert into one ordinary share and one-quarter of an ordinary share purchase warrant (each whole warrant, a "Warrant") upon the earlier of (i) the third business day following the issuance of a final receipt for the prospectus, and (ii) the date that is four months and one day from the date of the closing of the Offering. The net proceeds of the Offering will be used to fund in part the Transaction, certain costs related to the Transaction and for general corporate purposes. Each whole Warrant will entitle the holder to acquire one ordinary share of NYX for an exercise price of $3.50 per ordinary share at any time for a period of three years following the closing of the Offering.
The Offering is expected to close on or about April 25, 2016 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSXV.
NYX has granted the Underwriters an option to purchase up to an additional 8.2 million Subscription Receipts on the same terms as the Offering (the "Underwriters' Option"), representing additional gross proceeds of $22.5 million if the Underwriters' Option is exercised in full. The Underwriters' Option is exercisable at any time up to 48 hours prior to the closing of the Offering. If exercised, the net proceeds of the Underwriters' Option are expected to be used in connection with the Transaction and for general corporate purposes.