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 ☒ |
|---|
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 14, 2022, VersaBank issued a notice of change of auditors in accordance with National Instrument 51-102—Continuous Disclosure Obligations (NI 51-102), received a response letter from KPMG LLP dated December 14, 2022 and received a response letter from Ernst & Young LLP on December 20, 2022, copies of which are furnished as Exhibits 99.1, 99.2 and 99.3 to this Report of Foreign Private Issuer on Form 6-K.
The information in this Form 6-K (including Exhibits 99.1, 99.2 and 99.3) 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 20, 2022 | By: | /s/ Brent T. Hodge | |
| Name: | Brent T. Hodge | ||
| Title: | General Counsel & Corporate Secretary |
EXHIBIT INDEX
Exhibit 99.1
CHANGE OF AUDITOR NOTICE
Pursuant to NI 51-102 (Section 4.11)
TO: KPMG
AND TO: Ernst & Young LLP (Canada)
AND TO: Ontario Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan, Securities Division
The Manitoba Securities Commission
Autorité des marchés financiers
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Superintendent of Securities, Newfoundland and Labrador
Superintendent of Securities, P.E.I.
Superintendent of Securities, Northwest Territories
Superintendent of Securities, Yukon
Superintendent of Securities, Nunavut
NOTICE IS HEREBY GIVEN that, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of VersaBank (the “Bank”) and the Board, considered and approved the appointment of Ernst & Young LLP (Canada) as the Bank’s auditor upon expiry of the term of appointment of KPMG, as follows:
1. The Audit Committee conducted a comprehensive tender process for external audit services.
| 140 Fullarton<br> Street, Suite 2002 | Main: 519-645-1919 | www.versabank.com |
|---|---|---|
| London, Ontario N6A 5P2 | Toll Free: 866-979-1919 |
2. After careful review of the proposals received and due consideration of all relevant factors, the Audit Committee recommended to the Board that Ernst & Young LLP (Canada) be appointed as the Bank’s auditor commencing with respect to the financial year ending on October 31, 2023 (the “2023 Fiscal Year”).
3. KPMG’s term as auditor of the Bank will terminate upon completion of the reporting for the financial year ending October 31, 2022, and Ernst & Young LLP (Canada) has been appointed as auditor of the Bank commencing with respect to the 2023 Fiscal Year to fill the vacancy until the next annual meeting of shareholders of the Bank.
There were no modifications of opinion by KPMG in the Auditors’ Reports for the two most recently completed fiscal years ended 2022 and 2021.
To the knowledge of the directors of the Bank, no “reportable event” as defined in NI 51-102 has occurred in connection with the audits of the two most recently completed fiscal years or for any period subsequent to the most recently completed fiscal period for which an Auditors’ report was issued.
[Execution page follows]
Execution page signed by Vice President, Finance and Corporate Accounting
| 140 Fullarton<br> Street, Suite 2002 | Main: 519-645-1919 | www.versabank.com |
|---|---|---|
| London, Ontario N6A 5P2 | Toll Free: 866-979-1919 |
Dated at London, ON, this 14 day of December, 2022.
VersaBank
| /s/ Andy Min |
|---|
| By: Andy Min |
Vice President – Finance and Corporate Accounting
| 140 Fullarton<br> Street, Suite 2002 | Main: 519-645-1919 | www.versabank.com |
|---|---|---|
| London, Ontario N6A 5P2 | Toll Free: 866-979-1919 |
Exhibit 99.2
****
KPMG LLP
Bay Adelaide Centre
333 Bay Street, Suite 4600 Toronto, ON M5H 2S5
Canada
Tel 416-777-8500
Fax 416-777-8818
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Financial and Consumer Services Commission, New Brunswick
Nova Scotia Securities Commission
Office of the Superintendent of Securities, Prince Edward Island
Office of the Superintendent of Securities Service Newfoundland & Labrador
Ontario Securities Commission
Nunavut Securities Office
The Manitoba Securities Commission
Office of the Superintendent of Securities, Northwest Territories
Office of the Yukon Superintendent of Securities
December 14, 2022 Dear Sir/Madam
Re: Notice of Change of Auditors of VersaBank
We have read the Notice of VersaBank dated December 14, 2022 (the “Notice”) and are in agreement with the statements contained in such Notice except that we are not in a position to agree or disagree with the statements contained in items 1 or 2 in the Notice.
Yours very truly,
/s/ KPMG LLP
Chartered Professional Accountants, Licensed Public Accountants
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.
Exhibit 99.3
December 20, 2022
Alberta Securities Commission
Authorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan, Securities Division Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Ontario Securities Commission
Superintendent of Securities, Newfoundland and Labrador
Superintendent of Securities, Northwest Territories
Superintendent of Securities, Nunavut
Superintendent of Securities, Prince Edward Island
Superintendent of Securities, Yukon
The Manitoba Securities Commission
Dear Sirs/Mesdames:
| Re: | VersaBank |
|---|---|
| Change of Auditor Notice dated 14/12/22 |
Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours sincerely,
/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants
Cc: The Board of Directors, VersaBank
A member firm of Ernst & Young Global Limited