Factors Worldwide Ltd. 6-Okay March 4, 2021 9:02 PM
SECURITY AND EXCHANGE COMMISSION
Washington, DC 20549
FOREIGN PRIVATE ISSUER REPORT
IN ACCORDANCE WITH RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT, 1934
For the month of March 2021
Fee file quantity 001-35078
POINTS INTERNATIONAL LTD.
(Translation of the declarant’s identify in English)
111 Richmond Road West, Suite 700
Toronto, ON, M5H 2G4, Canada
(Tackle of the principle govt workplace)
Point out with a examine mark whether or not the declarant is submitting or will file annual returns beneath Kind 20-F or Kind 40-F.
|Kind 20-F ¨||Kind 40-F X|
Point out with a examine mark whether or not the declarant is submitting Kind 6-Okay on paper as permitted by rule 101 (b) (1) of the ST Regulation:
Point out with a examine mark whether or not the declarant is submitting Kind 6-Okay on paper as permitted by rule 101 (b) (7) of the ST Regulation:
Exhibit 99.1 of this report, offered on Kind 6-Okay, is furnished, not filed and won’t be included by reference in a registration assertion filed by the registrant beneath the Securities Act of 1933, as amended.
In accordance with the necessities of the Securities Alternate Act of 1934, the registrant has duly brought on this report back to be signed on his or her behalf by the undersigned, duly approved.
|POINTS INTERNATIONAL LTD.|
|Date: March 4, 2021||By:||/ s / Erick Georgiou|
|Final identify:||Erick Georgiou|
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Factors Worldwide broadcasts beforehand introduced purchased deal financing improve to C $ 27.5 million
DO NOT DISTRIBUTE TO THE UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION, OR BROADCAST USE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OR THE UNITED STATES
TORONTO, March 4, 2021 / CNW / – Factors Worldwide Ltd. (TSX: PTS) (Nasdaq: PCOM) (“Factors” or the “Firm”), the worldwide chief in loyalty buying and selling, is happy to announce that it has entered right into a revised settlement with a syndicate of underwriters led by Acumen Capital Finance Companions Restricted (the “Underwriters”) to extend the scale of the beforehand introduced purchased deal financing. Pursuant to the amended phrases, the Underwriters have agreed to buy, on a purchased deal foundation, a complete of 1,467,400 frequent shares of Factors (the “Frequent Shares”) at a worth of $ 18.75 per share. frequent share (the “Providing Value”) for mixture gross proceeds to the Firm of roughly $ 27.5 million (the “Providing”).
The Firm has granted the Underwriters an Over-Allotment Possibility, exercisable at any time inside 30 days of the closing of the Providing, to buy as much as 220,110 extra Frequent Shares on the Providing Value. Within the occasion that the Over-Allotment Possibility is exercised in full, the gross proceeds of the Providing can be roughly $ 31.6 million.
The corporate plans to make use of the web proceeds to fund advancing its product roadmap and its knowledge analytics, advertising automation and machine studying capabilities. The web proceeds will also be used to fund future progress alternatives and to speed up the Firm’s enterprise improvement pipeline.
The frequent shares can be supplied by the use of brief type prospectus, qualifying the frequent shares for distribution in all provinces of Canada and america by the use of personal placement beneath accessible exemptions from the registration necessities of america Securities Act. 1933, as amended, and outdoors of Canada and america on a non-public placement or equal foundation.
The Provide is predicted to shut on or round March 29, 2021 and is topic to customary closing circumstances, together with acquiring relevant regulatory approvals and from the Toronto Inventory Alternate and NASDAQ Capital Market.
Factors, (TSX: PTS) (Nasdaq: PCOM) is a trusted associate of the world’s main loyalty packages, leveraging its distinctive loyalty buying and selling platform to create, nurture and develop a community of the way members can receive and use their most well-liked loyalty forex. Our platform combines info, know-how and sources to make the motion of loyalty currencies simpler and smarter for almost 60 rewards packages world wide. Based in 2000, Factors is headquartered in Toronto with groups working world wide.
For extra info go to Factors.com.
This press launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase the Frequent Shares in america and there can be no sale of the Frequent Shares in any jurisdiction the place such a proposal, solicitation or sale can be unlawful. The Frequent Shares supplied beneath the Providing haven’t been and won’t be registered beneath america Securities Act of 1933, as amended, or the securities legal guidelines of any state of america. Accordingly, the Frequent Shares supplied beneath the Providing is probably not supplied or offered in america or to United States nationals until an exemption from registration is obtainable.
Warning Relating to Ahead-Trying Statements
This press launch accommodates or incorporates forward-looking statements throughout the which means of US securities legal guidelines and forward-looking info throughout the which means of Canadian securities legal guidelines (collectively, “forward-looking statements”). These forward-looking statements embody or relate to, with out limitation, the closing of the Providing and the meant use of the web proceeds of the Providing. These statements usually are not historic details, however symbolize solely Factors’ expectations, estimates and projections relating to future occasions.
Though Factors believes that the expectations mirrored in these forward-looking statements are cheap, these statements usually are not ensures of future efficiency and are topic to vital dangers and uncertainties which are troublesome to foretell. Sure vital assumptions or estimates are utilized in making forward-looking statements, and precise outcomes could differ materially from these expressed or implied in such statements. We must always not place undue reliance on such statements. Particularly, the uncertainty surrounding the length and scope of the COVID-19 pandemic and the influence of the pandemic and the actions taken in response on international and regional economies, financial exercise and all elements of the trade journey and hospitality adverse influence on our actions. The principle assumptions regarding the Provide embody, however usually are not restricted to, assumptions in accordance with which the Provide will shut as scheduled and Factors will receive regulatory and third social gathering approvals for the Provide and the closing circumstances for the Provide can be met. As well as, dangers, uncertainties and different elements which will have an effect on the outcomes expressed or implied in these forward-looking statements embody, however usually are not restricted to: (i) disruption to airways or the journey trade, corresponding to airline insolvency and continued airline consolidation. ; (ii) our dependence on a restricted variety of giant clients for a good portion of our consolidated revenues; (iii) our dependence on contractual relationships with loyalty program companions that are topic to termination and renegotiation; (iv) our publicity to vital liquidity danger if we fail to satisfy contractual efficiency commitments; (v) our means to transform our portfolio of potential companions or launch new merchandise with new or present companions as deliberate or deliberate; (vi) our reliance on varied third events who present sure options in our Platform Companions phase which we market to Loyalty Program Companions; (vii) the truth that our operations are performed in a number of jurisdictions and in a number of currencies and, as such, dramatic fluctuations in international forex change charges can have a dramatic impact on our monetary outcomes and (viii) the chance of a default occasion beneath our senior secured credit score facility. These danger elements, in addition to different vital danger elements that would trigger precise outcomes to vary materially, are mentioned within the Annual Data Kind and Kind 40-F of Factors, within the Annual and Interim MD&A ( “Administration report”), within the annual and interim monetary statements and within the notes thereto. These paperwork can be found at www.sedar.com and www.sec.gov.
The forward-looking statements contained on this press launch are made as of the date of this press launch and, due to this fact, are topic to vary after such date. Besides as required by regulation, Factors undertakes no obligation to replace or revise any forward-looking statements made or included on this press launch, whether or not because of new info, future occasions or different.
Investor Relations Contact
Sean Mansouri, CFA or Cody Slach
Gateway Investor Relations