Constellation Software Inc. Announces Declaration of Warrant Dividend

TORONTO, Aug. 15, 2023 (GLOBE NEWSWIRE) -- Constellation Software Inc. (TSX: CSU) (the “Company”) announced today that it has resolved to pay a special dividend (the “Warrant Dividend”), pursuant to which all common shareholders of record on August 24, 2023 (the “Record Date”) will be entitled to receive, by way of a dividend-in-kind, one warrant of the Company (collectively, the “Warrants”) for each common share of the Company (the “Common Shares”) held. More information about the features of the Warrants are included below.

The payment date for the Warrant Dividend is expected to be on or about August 29, 2023. The Common Shares will commence trading on an ex-dividend basis at the opening of markets on August 23, 2023.

Separately, the Company has recently announced its intention to issue up to an additional C$700 million aggregate principal amount of unsecured subordinated floating rate debentures, Series 1 of the Company (the “Series 1 Debentures”) pursuant to a rights offering (the “Rights Offering”). The Series 1 Debentures issued pursuant to the Rights Offering are expected to be issued as an additional tranche of, and treated as a single series with, the currently outstanding C$282.2 million aggregate principal amount of Series 1 Debentures.

The Series 1 Debentures contain a “Company Redemption Right”, which is an existing right of the Company contained in the trust indenture (as supplemented) governing the Series 1 Debentures, and is described in the prospectuses filed by the Company in 2014, 2015 and 2023 in connection with the distribution of Series 1 Debentures. Pursuant to the Company Redemption Right, the Series 1 Debentures are redeemable at the Company’s option annually, during a specified period, upon no more than five years’ and 15 days’ and no less than five years’ notice.

The Warrants will not be exerciseable by the holders thereof unless and until the Company exercises the Company Redemption Right in respect of the Series 1 Debentures. If the Company exercises the Company Redemption Right, each Warrant will become exercisable by the holder thereof for a period of 30 calendar days (the “Warrant Exercise Period”) starting from the date that the Company provides notice to the holders of its Series 1 Debentures that the Company is exercising the Company Redemption Right to redeem Series 1 Debentures.