Shopify Completes Offering of Class A Subordinate Voting Shares
Including Full Exercise of Over-Allotment Option
Shopify Inc. (NYSE:SHOP)(TSX:SH) (“Shopify”) today announced that it has completed its previously announced offering of
8,625,000 Class A subordinate voting shares (the “Offering“), which includes the full exercise of the over-allotment option of
1,125,000 Class A subordinate voting shares, at a price of US$38.25 per share. An aggregate of 6,125,000 Class A subordinate voting
shares, which includes the Class A subordinate voting shares issued on exercise of the over-allotment option, were sold by Shopify
for aggregate gross proceeds of US$234,281,250. Entities affiliated with Bessemer Venture Partners and certain members of Shopify’s
management (the “Selling Shareholders”) sold 2,500,000 Class A subordinate voting shares at a price of US$38.25 per share.
Shopify expects to use its net proceeds from the Offering to strengthen its balance sheet, providing flexibility to fund its
growth strategies. Pending their use, Shopify intends to invest the net proceeds from the Offering in short-term, investment-grade,
interest-bearing instruments or hold them as cash. Shopify did not receive any of the proceeds of the sale of shares by the Selling
Shareholders.
Morgan Stanley, Credit Suisse, RBC Capital Markets, Pacific Crest Securities, a division of KeyBanc Capital Markets, Raymond
James, Canaccord Genuity and Piper Jaffray acted as underwriters in the Offering.
The Class A subordinate voting shares were offered in each of the provinces and territories of Canada, other than Quebec, by way
of a prospectus supplement dated August 16, 2016 to Shopify's short form base shelf prospectus dated August 5, 2016. The Class A
subordinate voting shares were also offered in the United States pursuant to a prospectus supplement to Shopify's registration
statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System. The prospectus
supplements and the Registration Statement contain important detailed information about the Offering. A copy of the Canadian
prospectus supplements can be found on SEDAR at www.sedar.com, and a copy of the U.S. prospectus supplements and the Registration Statement can be found on
EDGAR at www.sec.gov. Copies of such offering documents may also be obtained from Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Credit Suisse Securities (USA) LLC, Attention:
Prospectus Department, One Madison Avenue, New York, NY 10010; RBC Capital Markets, Attention: Distribution Centre, 180 Wellington
Street, 8th Floor, Toronto, Ontario M5J 0C2; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor,
New York, NY 10281-8098.
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.
About Shopify
Shopify is the leading cloud-based, multi-channel commerce platform designed for small and medium-sized businesses. Merchants
use the software to design, set up and manage their stores across multiple sales channels, including web, mobile, social media,
marketplaces, brick-and-mortar locations and pop-up shops. The platform also provides a merchant with a powerful back-office and a
single view of their business. The Shopify platform was engineered for reliability and scale, making enterprise-level technology
available to businesses of all sizes. Shopify currently powers over 300,000 businesses in approximately 150 countries and is
trusted by big brands including Tesla Motors, Budweiser, Red Bull, the LA Lakers, the New York Stock Exchange, GoldieBlox, and many
more.
Forward-looking Statements
This press release contains certain forward-looking statements, including statements with regard to Shopify's proposed use of
proceeds from the offering. Words such as "expects", “anticipates” and “intends” or similar expressions are intended to identify
forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results
and conditions and no assurance can be given that the proceed of the offering will be used on the terms described.
Allocation of the proceeds of the offering is subject to numerous factors, many of which are beyond Shopify’s control, including,
without limitation, market conditions and the risk factors and other matters set forth in Shopify's filings with the U.S.
Securities and Exchange Commission and the securities commissions or similar securities regulatory authorities in each of the
provinces and territories of Canada. Shopify 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.
INVESTORS:
Katie Keita, 613-241-2828
Director, Investor Relations
IR@shopify.com
or
MEDIA:
Sheryl So, 416-238-6705 x 302
Public Relations Manager
press@shopify.com
View source version on businesswire.com: http://www.businesswire.com/news/home/20160822005548/en/