Early Warning Release

WINNIPEG, MB, Jan. 2, 2024 /CNW/ - John Pollard, Douglas Pollard and Gordon Pollard report that on Friday, December 29, 2023, Pollard Equities Limited, which is jointly controlled by John Pollard, Douglas Pollard and Gordon Pollard, transferred (i) 5,768,386 common shares of Pollard Banknote Limited ("Common Shares") representing approximately 21.4% of the issued and outstanding Common Shares to JSP Equities Limited, which is controlled by John Pollard, (ii) 5,768,386 Common Shares representing approximately 21.4% of the issued and outstanding Common Shares to Park Equities Limited, which is controlled by Gordon Pollard, and (iii) 5,768,386 Common Shares representing approximately 21.4% of the issued and outstanding Common Shares to Oak Equities Limited, which is controlled by Douglas Pollard (collectively, the "Common Share Transfers"). The purpose of the Common Share Transfers was to reorganize the holdings of Common Shares by the Pollard family.

The consideration to Pollard Equities Limited in connection with the Common Share Transfers was $32.50 per Common Share, being the closing price of the Common Shares on the Toronto Stock Exchange on December 28, 2023, or $562,417,635 in the aggregate for 17,305,158 Common Shares. The Common Share Transfers occurred in combination with the transfer of other assets.

Prior to giving effect to the Common Share Transfers, Pollard Equities Limited held 17,305,158 Common Shares representing approximately 64.2% of the issued  and outstanding Common Shares. After giving effect to the Common Share Transfers, Pollard Equities Limited holds no Common Shares, and each of John Pollard, Gordon Pollard and Douglas Pollard exercises control or direction over 5,768,386 Common Shares representing approximately 21.4% of the issued and outstanding Common Shares. John Pollard, Gordon Pollard and Douglas Pollard collectively exercise control or direction over 17,305,158 Common Shares representing approximately 64.2% of the issued and outstanding Common Shares.

In connection with the Common Share Transfers, each of John Pollard, Gordon Pollard, Douglas Pollard, JSP Equities Limited, Park Equities Limited and Oak Equities Limited and their respective shareholders have entered into a shareholders agreement regarding the Common Shares. Pursuant to the shareholders agreement, the parties agree to vote their Common Shares in the same manner, collectively, as a single block.

This press release is being issued in accordance with the early warning reporting requirements prescribed by National Instrument 62-103. John Pollard, Douglas Pollard and Gordon Pollard have filed early warning reports regarding the Common Share Transfers which may be obtained from the SEDAR+ profile of Pollard Banknote Limited at www.sedarplus.ca. The Common Share Transfers were made to not more than five persons in the aggregate and qualify under the private agreement exemption in section 4.2 of National Instrument 62-104 ? Take-Over Bids and Issuer Bids. A copy of the early warning reports may be obtained from John Pollard, Co-Chief Executive Officer at 204.474.2323.

The head office of Pollard Banknote is 140 Otter Street, Winnipeg, Manitoba, Canada, R3T 0M8.

The address of John Pollard is 140 Otter Street, Winnipeg, Manitoba, Canada, R3T 0M8.

The address of Douglas Pollard is 140 Otter Street, Winnipeg, Manitoba, Canada, R3T 0M8.

The address of Gordon Pollard is 140 Otter Street, Winnipeg, Manitoba, Canada, R3T 0M8.

SOURCE Pollard Family