Mr. Philip Fayer Acquires Shares of Nuvei Corporation
20 September 2023 - 12:00PM
Mr. Philip Fayer, Founder, Chief Executive Officer and Chairman of
Nuvei Corporation (“
Nuvei” or the
“
Issuer”), filed today an early warning report
with respect to his holdings of subordinate voting shares (the
“
Subordinate Voting Shares”) of Nuvei, as required
by applicable securities laws.
On September 19, 2023, Mr. Fayer acquired 22,151
Subordinate Voting Shares pursuant to the settlement of 22,151
vested RSUs (the “Settlement”).
Immediately prior to completion of the
Settlement, Mr. Fayer held beneficial ownership of, or had control
or direction over, directly or indirectly, (i) 27,857,328
multiple voting shares in the capital of the Issuer (the
“Multiple Voting Shares”) (representing 36.62% of
the issued and outstanding Multiple Voting Shares), (ii) nil
Subordinate Voting Shares, (iii) equity awards (collectively, with
all related dividend equivalents thereto, the “Equity
Awards”), to acquire up to 3,439,259 Subordinate Voting
Shares (217,609 of which were or would be vested and exercisable or
settled within 60 days) (the “Vested Equity
Awards”). Each Multiple Voting Share represents 10 votes
and is convertible into a Subordinate Voting Share on a one-for-one
basis at any time in accordance with its terms.
Immediately following completion of the
Settlement, 22,151 Subordinate Voting Shares, representing 0.035%
of the issued and outstanding Subordinate Voting Shares, were
issued to Mr. Fayer, and Mr. Fayer now holds beneficial ownership
of, or has control or direction over, directly or indirectly, (i)
27,857,328 Multiple Voting Shares (representing 36.62% of the
issued and outstanding Multiple Voting Shares), (ii) 22,151
Subordinate Voting Shares (representing 0.035% of the issued and
outstanding Subordinate Voting Shares), (iii) Equity Awards to
acquire up to 3,417,108 Subordinate Voting Shares (including
195,458 Vested Equity Awards).
Immediately prior to and following completion of
the Settlement, the securities of the Issuer beneficially owned, or
over which control or direction is exercised, directly or
indirectly, by Mr. Fayer represented approximately 30.8% of the
issued and outstanding Subordinate Voting Shares, on a
partially-diluted basis, assuming that only the Vested Equity
Awards and the Multiple Voting Shares beneficially owned, or over
which control or direction is exercised, directly or indirectly, by
Mr. Fayer are converted, exercised or settled, as applicable, into
Subordinate Voting Shares in accordance with their terms.
The securities are held for investment purposes.
Mr. Fayer has a long-term view of the investment and may explore
from time to time a variety of alternatives, and in the future take
such actions in respect of his investment in the Issuer as he may
deem appropriate in light of the circumstances then existing,
including increasing or decreasing his direct or indirect
beneficial ownership, or control or direction over, securities of
the Issuer through open market purchases, privately negotiated
transactions or otherwise, the whole depending on relevant factors
and conditions including, without limitation, general market,
economic and industry conditions, the business, financial condition
and prospects of the Issuer, reformulation of plans, estate
planning, investment diversification and charitable giving
purposes.
For further information or to obtain a copy of
the early warning report filed by Mr. Fayer (which is available
under Nuvei’s SEDAR+ profile at www.sedarplus.ca), please
contact:
Chris MammoneHead of Investor RelationsNuvei
CorporationIR@nuvei.com310.654.4212
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