VIQ Solutions Inc. (“VIQ” or the “Company”) (TSX Venture Exchange: VQS and OTC Markets: VQSLF), today announced that the Company is proposing to consolidate (the “Consolidation”) its issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-consolidation Common Share for a number of Common Shares within a range of 15 and 20 pre-consolidation Common Shares (the “Consolidation Ratio”) as may be determined by the board of directors of the Company (the “Board”) in its sole discretion if approved by the Company’s shareholders.
Rationale for the Consolidation
With operating headquarters in Phoenix Arizona, 60% of its revenue and 76% of its workforce in the United States, the proposed Consolidation is in anticipation of an uplisting of VIQ’s DTC eligible foreign depository for Common Shares in the United States from the OTCQB to the QTCQX, the Best Market on OTC Markets. While more than 10,000 U.S. and International companies are listed on the OTC Markets, only 485 or approximatively less than 5%, are currently listed on OTCQX. A QX listing is for established, investor -focused U.S. and international companies and offers more brokers, less perceived risk, enhanced liquidity, stronger valuations and lower cost of capital.
As the Company continues to grow and evolve with an increasing percentage of its shareholders based in the United States, the proposed Consolidation is part of the Company’s overall strategy to drive long term shareholder value and to increase its profile.
In discussion with its existing and potential new shareholders, the Company was advised of the need for a share Consolidation. Consequently, in order to better serve its shareholders, continue to build its global shareholder base and enhance the long-term Common Share value, the Company is responding to these requests.
Consolidation, followed by an uplisting, are important steps in the improvement of the Company’s shareholder base and profile in the United States. By increasing its Common Share trading price, the Consolidation could attract financial community recommendations and also institutional investors whose internal policies allow investment above a certain minimum share price. The Consolidation could also attract international institutional investors including from Australia and the EMEA, where the company has 35% of its revenue and 21% of its workforce. There is however no assurance that the Consolidation will attract such institutional investors to invest in the Company.
The Consolidation must be approved by a special resolution of the shareholders of VIQ at a special meeting of shareholders to be held on November 27, 2019 (the “Meeting”). To be effective, the special resolution must be approved by not less than 66 2/3% of the votes cast at the Meeting by shareholders in person or represented by proxy.
The Company will obtain a new CUSIP number for the Common Shares to distinguish between pre-Consolidation Common Shares and post-Consolidation Common Shares. The Company anticipates its current name and trading symbol will remain unchanged. The Consolidation is also subject to receipt of TSX Venture Exchange (the “TSXV”) approval. If the approvals required for the Consolidation are obtained and the Board decides to implement the Consolidation, the Consolidation will occur at a time determined by the Board and announced by a press release of the Company.
Registered shareholders will then receive a letter of transmittal from the Company’s transfer agent with instructions for exchanging their pre-consolidation Common Share certificates for post-consolidation Common Share certificates.
Non-registered beneficial holders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have specific procedures for processing the Consolidation. Shareholders holding their Common Shares with such a bank, broker or nominee and who have any questions in this regard are encouraged to contact their nominee.
VIQ Share Capital Post Consolidation
There are 213,579,279 Common Shares currently issued and outstanding. Assuming a Consolidation Ratio of 1:20, upon completion of the Consolidation, the number of post-consolidation Common Shares issued and outstanding will be approximately 10,678,964 post-consolidation Common Shares (on a non-diluted basis and subject to rounding to account for fractional Common Shares).
The exercise or conversion price of, and the number of Common Shares issuable under, any convertible securities of the Company will be proportionately adjusted upon the completion of the Consolidation.
About VIQ Solutions Inc.
VIQ Solutions is a global expert in video capture software and audio recording with voice-to-text capabilities. VIQ provides a cyber-secure AI technology and service platform to law enforcement, immigration, medical, legal, insurance, courts, and transcription service providers, enabling them to unlock the value of their enterprise digital media and streamline their document-creation workflow, using artificial intelligence tools for measurable business gains.
Certain statements included in this news release constitute forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Forward-looking statements or information typically contain statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements or information in this news release include, but are not limited to, management’s targets for the Company’s growth in 2019, as well as the size, scope, and timing of the implementation of projects currently in the pilot phase.
Forward-looking statements or information is based on several factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although VIQ believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because VIQ can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this news release, assumptions have been made regarding, among other things, the Company’s recent initiatives, and that sales and prospects may provide incremental value for shareholders. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.