Early Warning Report Issued Pursuant to National Instrument 62-103 Disposition of Securities of Docebo Inc.

/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, Aug. 27, 2020 /CNW/ - This press release is being disseminated as required by National Instrument 62–103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the "Early Warning Report") regarding the disposition of securities of Docebo Inc. (TSX: DCBO) (the "Issuer" or "Docebo"), with its head office located at 366 Adelaide St West, Suite 701, Toronto, Ontario, M5V 1R7, by Intercap Equity Inc. ("Intercap Equity") and Intercap Financial Inc. ("Intercap Financial", together with Intercap Equity, "Intercap"), with its head office located at 261 Davenport Road, Suite 200, Toronto, Ontario, M5R 1K3.

Intercap, together with certain other selling shareholders and Docebo, completed a "bought deal" offering of 1,500,000 common shares ("Common Shares") of Docebo for gross proceeds of $75,000,000 (the "Financing Transaction"), which consisted of (a) a treasury offering of 500,000 Common Shares for gross proceeds to Docebo of $25,000,000, and (b) a secondary offering from certain selling shareholders, including Intercap, of 1,000,000 Common Shares for gross proceeds of $50,000,000. The Financing Transaction was made through a syndicate consisting of Canaccord Genuity Corp., TD Securities Inc., Morgan Stanley Canada Limited and Goldman Sachs Canada Inc., Scotia Capital Inc., National Bank Financial Inc., CIBC World Markets Inc., Cormark Securities Inc. and Eight Capital (collectively, the "Underwriters"), pursuant to an underwriting agreement dated August 17, 2020 among the Underwriters, Docebo and certain selling shareholders, including Intercap. The Financing Transaction was made by way of a short form prospectus dated August 24, 2020 filed in each of the provinces and territories of Canada. Upon closing of the Financing Transactions on August 27, 2020, Intercap Equity disposed of 60,000 Common Shares, and Intercap Financial disposed of 740,126 Common Shares.  Prior to the Financing Transaction, Intercap Equity owned, directly and indirectly, 16,791,100 Common Shares, representing approximately 58.69% of the outstanding Common Shares (or 55.59% on a fully diluted basis), and Intercap Financial owned, directly and indirectly, 942,700 Common Shares, representing approximately 3.29% of the outstanding Common Shares (or 3.12% on a fully diluted basis). 

Following the Financing Transaction, Intercap Equity owns, directly and indirectly, 16,731,100 Common Shares, representing approximately 57.47% of the outstanding Common Shares (or 54.49% on a fully diluted basis), and Intercap Financial owns, directly and indirectly, 202,574 Common Shares, representing approximately 0.70% of the outstanding Common Shares (or 0.66% on a fully diluted basis).

The equity interests of Intercap Equity and Intercap Financial are beneficially owned, controlled or directed, directly or indirectly, by Jason Chapnik, Chairman of Intercap and are accordingly each of Intercap Equity, Intercap Financial and Jason Chapnik are considered to be joint actors.

Following the Financing Transaction and prior to the exercise of the Over-Allotment Option, Intercap and its joint actors own or have rights to acquire (exercisable within 60 days of the date hereof) a total of 16,938,960 Common Shares, representing approximately 58.19% of the outstanding Common Shares (or 55.17% on a fully diluted basis).

Intercap has granted to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part for a period of 30 days after the closing of the Financing Transaction, to purchase up to an additional 225,000 Common Shares at $50.00 per share on the same terms as set forth above s for market stabilization purposes. The Over-Allotment Option is comprised of 22,426 Common Shares from Intercap Equity and 202,574 Common Shares from Intercap Financial.

In addition to the foregoing, Intercap may increase or decrease its beneficial ownership or control depending on market or other conditions.

A copy of the Early Warning Report with additional information in respect of the foregoing matters may be found on www.SEDAR.com.

The TSX does not accept responsibility for the adequacy or accuracy of this release.

SOURCE Intercap Equity Inc.

Intercap Equity Inc.; Intercap Financial Inc., James Merkur, President, Tel: [phone], Email: [email protected]