IBI Group Inc. Announces Closing of Previously Disclosed $40 Million Bought Deal Financing
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Toronto, ON /Marketwired/ September 15, 2016/ — IBI Group Inc. (the “Company“) (TSX:IBG) announced today that it has closed the previously announced offering (the “Offering“) of $40,000,000 principal amount of 5.50% convertible unsecured subordinated debentures due December 31, 2021 (the “Debentures“) on a bought deal basis to a syndicate of underwriters (the “Underwriters“) led by National Bank Financial Inc., CIBC World Markets Inc. and TD Securities Inc. In addition, the Company has granted the Underwriters an over-allotment option to purchase up to an additional $6,000,000 aggregate principal amount of Debentures, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.
The maturity date of the Debentures is December 31, 2021 (the “Maturity Date“). The Debentures have a coupon of 5.50% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing June 30, 2017. The Debentures are convertible at the holder’s option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Company for redemption of the Debentures into common shares of the Company (“Common Shares“) at a conversion price of approximately $8.35 per Common Share, being a conversion rate of 119.7605 Common Shares for each $1,000 principal amount of Debentures, subject to adjustment as provided in the indenture governing the Debentures.
The net proceeds of the Offering will be used to fund the partial redemption of the Company’s 6.00% convertible unsecured subordinated debentures maturing on June 30, 2018 (the “2018 Debentures”), for which the Company expects to deliver a notice of redemption as soon as practicable following closing of the Offering, with redemption to be effective 30 days following the date of the notice of redemption. Prior to redeeming the 2018 Debentures, depending on timing of the redemption, the Company may use all of the net proceeds of the Offering to repay existing indebtedness under the Company’s senior credit facility, which amount will then be available to be drawn, as required, to fund the partial redemption of the 2018 Debentures.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this news release may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and its subsidiary entities, including IBI Group or the industry in which they operate, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this news release, such statements use words such as “may”, “will”, “expect”, “believe”, “plan” and other similar terminology. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this news release. These forward-looking statements involve a number of risks and uncertainties, including those related to: (i) the impact of general economic conditions; (ii) industry conditions; (iii) stock market volatility; and (iv) the failure or delay in satisfying any of the conditions to the completion of the Offering, many of which are beyond the Company’s control. For an augmented discussion of the risk factors and uncertainties that affect or may affect the Company, the reader is directed to the section entitled “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2015. New risk factors may arise from time to time and it is not possible for management of the Company to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance or achievements of the Company to be materially different from those contained in forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as at September 15, 2016.
About IBI Group Inc.
IBI Group Inc. (TSX:IBG) is a globally integrated architecture, planning, engineering, and technology firm with over 2,500 professionals around the world. For more than 40 years, its dedicated professionals have helped clients create livable, sustainable, and advanced urban environments. IBI Group believes that cities must be designed with intelligent systems, sustainable buildings, efficient infrastructure, and a human touch.
For further information:
Stephen Taylor, CFO
IBI Group Inc.
55 St. Clair Avenue West
Toronto, ON M4V 2Y7
Bayfield Strategy, Inc.