6-K
VersaBank (VBNK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2022
Commission File Number: 001-40805
VersaBank
(Exact name of registrant as specified in itscharter)
140 Fullarton Street, Suite 2002
London, Ontario N6A 5P2
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On December 8, 2022, VersaBank received Form 62-103F1 Required Disclosure under the Early Warning Requirements reports, copies of which are furnished as Exhibits 99.1 and 99.2 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VERSABANK | |||
|---|---|---|---|
| Date: December 8, 2022 | By: | /s/ Brent T. Hodge | |
| Name: | Brent T. Hodge | ||
| Title: | General Counsel & Corporate Secretary |
EXHIBIT INDEX
Exhibit 99.1
Form 62-103F1
Required Disclosure under the Early WarningRequirements
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of thehead office of the issuer of the securities. |
|---|
This report relates to common shares ("CommonShares") of VersaBank (the "Issuer"). The Issuer's head office is located at Suite 2002, 140 Fullarton Street, London, ON N6A 5P2.
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirementto file this report took place. |
|---|
Not applicable.
Item 2 – Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
|---|
GBH Inc. (“GBH”)
5093 Fountain Street North
Breslau, ON N0B 1M0
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file thisreport and briefly describe the transaction or other occurrence. |
|---|
As part of a reorganization of 340268 Ontario Limited’s (“340”) holdings in the Issuer, on December 7, 2022, GBH entered into a purchase agreement with 340 relating to the acquisition of 8,135,892 Common Shares by way of private transaction for a price of CAD$10.07 per share for an aggregate purchase price of CAD$81,928,432 (the “Transaction”).
| 2.3 | State the names of any joint actors. |
|---|
Patrick George is a joint actor with GBH.
Item 3 – Interest in Securities of the ReportingIssuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of thattriggered the requirement to file this report and the change in the acquiror's securityholding percentage in the class of securities. |
|---|
As part of a reorganization of 340’s holdings in the Issuer, GBH entered into a purchase agreement with 340 pursuant to which GBH will acquire 8,135,892 Common Shares representing approximately 29.88% of the issued and outstanding Common Shares. After giving effect to the Transaction, GBH will own, 8,135,892 Common Shares, representing approximately 29.88% of the issued and outstanding Common Shares and GBH together Patrick George will own, 9,789,397 Common Shares, representing approximately 35.95% of the issued and outstanding Common Shares.
Before giving effect to the Transaction, GBH owned, or controlled or directed nil, or 0% of the issued and outstanding Common Shares.
| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have controlover, the securities that triggered the requirement to file this report. |
|---|
See Item 3.1.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
|---|
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror's securityholdingpercentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirementto file this report. |
|---|
See Item 3.1.
| 3.5 | State the designation and number or principal amount of securities and the acquiror's securityholdingpercentage in the class of securities referred to in Item 3.4 over which |
|---|---|
| (a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
| --- | --- |
See Item 3.1.
| (b) | the acquiror, either alone or together with any joint actors, has ownership but control is heldby persons or companies other than the acquiror or any joint actor, and |
|---|
Not applicable.
| (c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control butdoes not have ownership. |
|---|
Not applicable.
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associatedwith, a related financial instrument involving a security of the class of securities in respect of which disclosure is required underthis item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings. |
|---|
Not applicable.
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involvinga security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangementincluding the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securitiesor identical securities that have been transferred or lent under the arrangement. |
|---|
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Not applicable.
State if the securities lendingarrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understandingthat has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities towhich this report relates, describe the material terms of the agreement, arrangement or understanding. |
|---|
Not applicable.
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and intotal. |
|---|
See Item 2.2.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange orother market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value,in Canadian dollars, of the consideration paid or received by the acquiror. |
|---|
See Item 2.2.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the methodof acquisition or disposition. |
|---|
Not applicable.
Item 5 – Purpose of the Transaction
State the purpose or purposesof the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or futureintentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisitionof additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction,such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer ofa material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or managementof the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy onthe board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in thereporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or anotheraction which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of thereporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reportingissuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; and (k) an action similar to any of those enumeratedabove.
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GBH acquired its interest in the Issuer for investment purposes, and each of GBH and Patrick George may, depending on market and other conditions increase or decrease its beneficial ownership, control or direction over securities of the Issuer through market transactions, private agreements, treasury issuances, exercises of options, convertible securities or otherwise.
Item 6 – Agreements, Arrangements, Commitments orUnderstandings With Respect to Securities of the Reporting Issuer
Describe the material terms ofany agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any personwith respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the votingof any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss,or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to acontingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosureof standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 – Change in Material Fact
If applicable, describe any changein a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of thereporting issuer's securities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemptionfrom requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describethe facts supporting that reliance.
GBH is relying on the exception set forth in section 4.2 of National Instrument 62-104 -Take-over Bids and Issuer Bids. Purchases will be made from not more than 5 persons at a price below 115% of the applicable market price.
Item 9 – Certification
The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent's best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.
This report must be signed by each person on whose behalf the report is filed or his or her authorized representative.
It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
The certificate must state the following:
I, as the acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
[Signature page follows]
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Dated this 8th day of December, 2022.
| gbh inc. | |
|---|---|
| /s/ Patrick<br> George | |
| Name: | Patrick George |
| Title: | President |
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Exhibit 99.2
Form 62-103F1
Required Disclosure under the Early WarningRequirements
Item 1 – Security and Reporting Issuer
| 1.1 | State the designation of securities to which this report relates and the name and address of thehead office of the issuer of the securities. |
|---|
This report relates to common shares ("CommonShares") of VersaBank (the "Issuer"). The Issuer's head office is located at Suite 2002, 140 Fullarton Street, London, ON N6A 5P2.
| 1.2 | State the name of the market in which the transaction or other occurrence that triggered the requirementto file this report took place. |
|---|
Not applicable.
Item 2 – Identity of the Acquiror
| 2.1 | State the name and address of the acquiror. |
|---|
340268 Ontario Limited (“340”)
5093 Fountain Street North
Breslau, ON N0B 1M0
340 is a private investment company with its head office located in Breslau, Ontario.
| 2.2 | State the date of the transaction or other occurrence that triggered the requirement to file thisreport and briefly describe the transaction or other occurrence. |
|---|
As part of a reorganization of its holdings in the Issuer, on December 7, 2022, 340 entered into a purchase agreement with GBH Inc. (“GBH”) relating to the disposal of 8,135,892 Common Shares by way of a private transaction for a price of CAD$10.07 per share for an aggregate purchase price of CAD$81,928,432 (the “Transaction”).
| 2.3 | State the names of any joint actors. |
|---|
Not applicable.
Item 3 – Interest in Securities of the ReportingIssuer
| 3.1 | State the designation and number or principal amount of securities acquired or disposed of thattriggered the requirement to file this report and the change in the acquiror's securityholding percentage in the class of securities. |
|---|
As part of a reorganization of its holdings in the Issuer, 340 entered into a purchase agreement with GBH pursuant to which 340 will dispose of 8,135,892 Common Shares representing approximately 29.88% of the issued and outstanding Common Shares. Before giving effect to the Transaction, 340 owned, controlled or directed 8,135,892 Common Shares representing approximately 29.88% of the issued and outstanding Common Shares.
After giving effect to the Transaction, 340 will own, no Common Shares.
| 3.2 | State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have controlover, the securities that triggered the requirement to file this report. |
|---|
See Item 3.1.
| 3.3 | If the transaction involved a securities lending arrangement, state that fact. |
|---|
Not applicable.
| 3.4 | State the designation and number or principal amount of securities and the acquiror's securityholdingpercentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirementto file this report. |
|---|
See Item 3.1.
| 3.5 | State the designation and number or principal amount of securities and the acquiror's securityholdingpercentage in the class of securities referred to in Item 3.4 over which |
|---|---|
| (a) | the acquiror, either alone or together with any joint actors, has ownership and control, |
| --- | --- |
See Item 3.1.
| (b) | the acquiror, either alone or together with any joint actors, has ownership but control is heldby persons or companies other than the acquiror or any joint actor, and |
|---|
Not applicable.
| (c) | the acquiror, either alone or together with any joint actors, has exclusive or shared control butdoes not have ownership. |
|---|
Not applicable.
| 3.6 | If the acquiror or any of its joint actors has an interest in, or right or obligation associatedwith, a related financial instrument involving a security of the class of securities in respect of which disclosure is required underthis item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings. |
|---|
Not applicable.
| 3.7 | If the acquiror or any of its joint actors is a party to a securities lending arrangement involvinga security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangementincluding the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securitiesor identical securities that have been transferred or lent under the arrangement. |
|---|
Not applicable.
State if the securities lendingarrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
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| 3.8 | If the acquiror or any of its joint actors is a party to an agreement, arrangement or understandingthat has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities towhich this report relates, describe the material terms of the agreement, arrangement or understanding. |
|---|
Not applicable.
Item 4 – Consideration Paid
| 4.1 | State the value, in Canadian dollars, of any consideration paid or received per security and intotal. |
|---|
See Item 2.2.
| 4.2 | In the case of a transaction or other occurrence that did not take place on a stock exchange orother market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value,in Canadian dollars, of the consideration paid or received by the acquiror. |
|---|
See Item 2.2.
| 4.3 | If the securities were acquired or disposed of other than by purchase or sale, describe the methodof acquisition or disposition. |
|---|
Not applicable.
Item 5 – Purpose of the Transaction
State the purpose or purposesof the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or futureintentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisitionof additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction,such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer ofa material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or managementof the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy onthe board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in thereporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or anotheraction which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of thereporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reportingissuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; and (k) an action similar to any of those enumeratedabove.
The Transaction was conducted as part of a reorganization of 340’s holdings in the Issuer and 340 may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities through market transactions, private agreements, treasury issuances, exercises of options, convertible securities or otherwise.
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Item 6 – Agreements, Arrangements, Commitments orUnderstandings With Respect to Securities of the Reporting Issuer
Describe the material terms ofany agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any personwith respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the votingof any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss,or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to acontingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosureof standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 – Change in Material Fact
If applicable, describe any changein a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of thereporting issuer's securities.
Not applicable.
Item 8 – Exemption
If the acquiror relies on an exemptionfrom requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describethe facts supporting that reliance.
Not applicable.
Item 9 – Certification
The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent's best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.
This report must be signed by each person on whose behalf the report is filed or his or her authorized representative.
It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
The certificate must state the following:
I, as the acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
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Dated this 8th day of December, 2022.
| 340268 ONTARIO LIMITED | |
|---|---|
| /s/ Patrick<br> George | |
| Name: | Patrick George |
| Title: | President |
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