VersaBank 6-K, filed Dec 8, 2022
VersaBank (VBNK)
About this 6-K
VersaBank filed this 6-K on December 8, 2022.
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 its charter)
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 issued a press release, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibit 99.1) 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 No. |
Description | |
| 99.1 | Press Release dated December 8, 2022. |
Exhibit 99.1
340268 ONTARIO LIMITED REORGANIZES ITS HOLDING IN VERSABANK
This joint press release is being issued pursuant to section 5.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids.
London, Ontario, December 8, 2022 – As part of a reorganization of its holdings in VersaBank, 340268 Ontario Limited ("340") announced today that it has agreed to transfer 8,135,892 common shares ("Common Shares") of VersaBank to GBH Inc. ("GBH") by means of a private transaction (the "Transaction"). 340 and GBH share the same eight shareholders, including Patrick George the sole director of 340 and GBH. The purchase price is $10.07 per Common Share for aggregate consideration of $81,928,432.
The 8,135,892 Common Shares to be transferred pursuant to the Transaction constitute approximately 29.88% of the 27,228,182 outstanding Common Shares. Closing of the Transaction is subject to applicable regulatory approvals.
Before giving effect to the Transaction, GBH owned, or controlled or directed nil, or 0% of the issued and outstanding Common Shares and 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 and GBH will own, 8,135,892 Common Shares, representing approximately 29.88% of the issued and outstanding Common Shares and GBH together with Patrick George will own 9,789,397 Common Shares, representing approximately 35.95% of the issued and outstanding Common Shares.
The Transaction was conducted as part of a reorganization of 340’s holdings in VersaBank. GBH is acquiring its interest in VersaBank for investment purposes, and each of GBH, Patrick George, and 340 may, on an individual basis, depending on market and other conditions increase or decrease its beneficial ownership, control or direction over securities of VersaBank through market transactions, private agreements, treasury issuances, exercises of options, convertible securities or otherwise.
The purchase of the Common Shares is being made pursuant to the private agreement exemption set forth in section 4.2 of National Instrument 62-104.
For inquiries or a copy of the related early warning reports in respect of GBH and 340, copies of which are filed on www.sedar.com, please contact:
340268
Ontario Limited
5093 Fountain Street North
Breslau, ON N0B 1M0
Email: pgeorge@gamasonry.com
Telephone: (519) 648-2285
GBH
Inc.
5093 Fountain Street North
Breslau, ON N0B 1M0
Email: pgeorge@gamasonry.com
Telephone: (519) 648-2285