Brian Hill sells shares for estate planning, investment diversification and charitable giving purposes
Remains Aritzia’s largest shareholder with approximately 17.5% equity interest
NOT FOR DISTRIBUTION IN THE UNITED STATES
VANCOUVER, British Columbia, Feb. 11, 2025 (GLOBE NEWSWIRE) — Aritzia Inc. (“Aritzia” or the “Company“) (TSX: ATZ), a design house with an innovative global platform offering Everyday Luxury online and in its boutiques, today announced that Brian Hill, Founder and Executive Chair of Aritzia , together with certain entities owned and/or controlled, directly or indirectly, by him, or him and his immediate family (collectively, the “Selling Shareholders”), have entered into an agreement with CIBC Capital Markets (the “Underwriter”), pursuant to which the Underwriter has agreed to purchase on a bought deal basis an aggregate of 950,000 subordinate voting shares of the Company (“Shares”) held by the Selling Shareholders at an offering price of $69.85 per Share (the “Offering Price”) for total gross proceeds to the Selling Shareholders of $66,357,500 (the “Offering”). Proceeds from the Offering will be paid to the Selling Shareholders and the Company will not receive any proceeds from the Offering. The Selling Shareholders have granted the Underwriter an over-allotment option, exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 95,000 Shares to cover over-allotments, if any, and for market stabilization purposes.
Following the Offering, Mr. Hill will remain the Company’s largest shareholder with an approximately 17.3% equity interest. The proceeds from the Offering are intended for estate planning, investment diversification and charitable giving purposes (including through the ARON Charitable Foundation, the Hill family’s charitable foundation).
Pursuant to the Offering, the Selling Shareholders will be selling a total of 950,000 Shares (assuming no exercise of the over-allotment option). Following completion of the Offering (assuming no exercise of the over-allotment option), there will be 94,531,671 subordinate voting shares outstanding and 19,774,244 multiple voting shares outstanding of the Company.
The Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada, excluding Quebec, and may also be offered by way of private placement in the United States and internationally as permitted. A preliminary short form prospectus relating to the Offering will be filed by no later than February 18, 2025 with the Canadian securities regulatory authorities and closing of the Offering is expected to occur on or about February 28, 2025.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Shares have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Aritzia in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Aritzia
Aritzia is a design house with an innovative global platform. We are creators and purveyors of Everyday Luxury, home to an extensive portfolio of exclusive brands for every function and individual aesthetic. We’re about good design, quality materials and timeless style — all with the wellbeing of our People and Planet in mind.
Founded in 1984 in Vancouver, Canada, we pride ourselves on creating immersive, highly personalized shopping experiences at aritzia.com and in our 125+ boutiques throughout North America — for everyone, everywhere.
Our Approach
Aritzia means style, not trend, and quality over everything. We treat each in-house label as its own atelier, united by premium fabrics, meticulous construction and an of-the-moment point of view. We handpick fabrics from the world’s best mills for their feel, function and ability to last. We obsess over proportion, fit and that just-right silhouette. From hand-painted prints to the art of pocket placement, our innovative design studio considers and reconsiders each detail to create essentials you’ll reach for again, and again, and again.
Everyday Luxury. To Elevate Your World.™
Required Early Warning Disclosure
This additional disclosure is being provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed by the Hill Entities (as defined below) with the regulatory authorities in each jurisdiction in which the Company is a reporting issuer containing information with respect to the foregoing matters (the “Early Warning Report”).
Mr. Hill, through entities owned and/or controlled, directly or indirectly, by him or by him and his immediate family, including AHI Investments (2024) A Inc., Sven Holdings Inc. and the ARON Charitable Foundation (the “Hill Entities”), currently holds 286,895 subordinate voting shares and 20,437,349 multiple voting shares representing an equity interest of approximately 18.1% and a voting interest of approximately 68.6%, in each case, on a non-diluted basis. The subordinate voting shares represent approximately 0.3% of the outstanding subordinate voting shares, and the multiple voting shares represent approximately 100.0% of the outstanding multiple voting shares, in each case, on a non-diluted basis. In addition, Mr. Hill holds 887,066 options to acquire subordinate voting shares (each an “Option”) and 219,669 performance share units (each a “PSU”).
Following closing of the Offering (assuming no exercise of the over-allotment option), the Hill Entities will hold no subordinate voting shares and 19,774,244 multiple voting shares representing an equity interest of approximately 17.3%, and a voting interest of approximately 67.7%, in each case, on a non-diluted basis. The multiple voting shares will represent 100.0% of the outstanding multiple voting shares. Mr. Hill will continue to hold 887,066 Options and 219,669 PSU’s following closing of the Offering. Each multiple voting share represents ten votes on all matters upon which holders of shares in the capital of Aritzia are entitled to vote and is convertible into one subordinate voting share at any time at the sole option of the holder.
The Hill Entities may, depending on market conditions, acquire additional subordinate voting shares or dispose of multiple voting shares or subordinate voting shares in the future whether in transactions over the open market or through privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and estate planning, investment diversification and charitable giving purposes (including through the ARON Charitable Foundation, the Hill family’s charitable foundation).
Aritzia’s head office is located at 611 Alexander St., Suite 118, Vancouver, BC, Canada, V6A 1E1.
A copy of the Early Warning Report will be filed under Aritzia’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR+“) and further information and/or a copy of the Early Warning Report may be obtained by contacting David Pfeifer at (604) 404-0443. The head office of each of AHI Investments (2024) A Inc., Sven Holdings Inc. and the ARON Charitable Foundation is located at 611 Alexander St., Suite 408, Vancouver, BC, Canada, V6A 1E1.
Forward-Looking Information
Certain statements made in this document may constitute forward-looking information under applicable securities laws. These statements may relate to the closing date of the Offering, the completion of the Offering, the exercise by the Underwriter of the over-allotment option, the Company’s future prospects and opportunities and potential future acquisitions or dispositions by the Hill Entities of securities of the Company.
Statements containing forward-looking information are neither historical facts nor assurances of future performance, but instead, provide insights regarding management’s current expectations and plans and allows investors and others to better understand the Company’s anticipated business strategy, financial position, results of operations and operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Although the Company believes that the forward-looking statements are based on information, assumptions and beliefs that are current, reasonable, and complete, such information is necessarily subject to a number of business, economic, competitive and other risk factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information. Forward-looking statements are based on information currently available to management and on estimates and assumptions, including assumptions about future economic conditions and courses of action.
Given the current challenging operating environment, there can be no assurances regarding: (a) the macroeconomic impacts on Aritzia’s business, operations, labour force, supply chain performance and growth strategies; (b) Aritzia’s ability to mitigate such impacts, including ongoing measures to enhance short-term liquidity, contain costs and safeguard the business; (c) general economic conditions and impacts to consumer discretionary spending and shopping habits (including impacts from changes to interest rate environments); (d) credit, market, currency, commodity market, inflation, interest rates, global supply chains, operational, and liquidity risks generally; (e) geopolitical events including no unforeseen changes in applicable duties, tariffs and trade restrictions; (f) public health related limitations or restrictions that may be placed on servicing our clients or the duration of any such limitations or restrictions; and (g) other risks inherent to Aritzia’s business and/or factors beyond its control which could have a material adverse effect on the Company.
Many factors could cause our actual results, performance, achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed in the “Risk Factors” section of our Management’s Discussion & Analysis for the third quarter of Fiscal 2025 dated January 9, 2025 (the “Q3 2025 MD&A”), for Fiscal 2024 dated May 2, 2024 (the “Fiscal 2024 MD&A”) and the Company’s annual information form for Fiscal 2024 dated May 2, 2024 (the “Fiscal 2024 AIF”). A copy of the Q3 2025 MD&A, the Fiscal 2024 MD&A and the Fiscal 2024 AIF and the Company’s other publicly filed documents can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.com.
The Company cautions that the foregoing list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect its results. We operate in a highly competitive and rapidly changing environment in which new risks often emerge. It is not possible for management to predict all risks, nor assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. The forward-looking information contained in this document represents our expectations as of the date of this document (or as of the date they are otherwise stated to be made) and are subject to change after such date. We disclaim any intention, obligation or undertaking to update or revise any forward-looking information, whether written or oral, as a result of new information, future events or otherwise, except as required under applicable securities laws.
For more information:
Beth Reed
Vice President, Head of Investor Relations
646-603-9844
[email protected]
