Sangoma Technologies Corporation (STC; Nasdaq: SANG) (“Sangoma” or the “Company”), a trusted leader in delivering cloud-based Communications as a Service solutions for companies of all sizes, today announced that Star2Star Holdings, LLC (“Holdings”) has filed a notice of intention to distribute securities in connection with a proposed sale of up to 665,812 common shares of the Company, representing up to approximately 2% of the issued and outstanding common shares. The common shares are expected to be sold through the facilities of the Toronto Stock Exchange or private transactions. Holdings is controlled by Norman Worthington, the Company’s Interim Executive Chairman, and its largest shareholder.
As previously announced, the proposed sales are being undertaken to generate the cash needed by Holdings to pay its tax obligations that were triggered by the recent distribution of the remaining share consideration payable to the former stockholders of StarBlue Inc. (including Holdings) in connection with the Company’s 2021 acquisition of StarBlue (please refer to the Company’s March 29, 2023 press release for further details).
Following Holding’s receipt of its portion of the remaining StarBlue share consideration, Holdings distributed these shares to its members (including Old Town Gelato, LLC, an entity controlled by Mr. Worthington) on a pro-rata basis. The shares that Holdings now proposes to sell were withheld from the distribution to Holdings’ members to fund their tax obligation. None of the shares to be sold are beneficially owned by Mr. Worthington. After giving effect to this distribution and the proposed sale of shares by Holdings, Mr. Worthington continues to directly or indirectly own 7,092,917 common shares, representing approximately 21.5% of the outstanding common shares.
A copy of the notice of intention to distribute securities (Form 45-102F1) filed by Holdings is available under the Company’s SEDAR profile. There is no assurance as to the timing of the proposed sales contemplated in the notice, and any such proposed sales may not occur.
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