IBI Group Inc. Announces Redemption of 7.0% Convertible Unsecured Subordinated Debentures Due June 30, 2019 and Having a Conversion Price of $5.00 Per Common Share
TORONTO, September 29, 2016 – IBI Group Inc. (“IBI” or the “Company”) (TSX: IBG) today announced that the Company has sent a notice to CIBC Mellon Trust Company, as trustee under the trust indenture dated as of September 30, 2009 between the Company and CIBC Mellon Trust Company, that IBI will redeem the entire aggregate principal amount of $31,245,000 of its outstanding 7.0% convertible unsecured subordinated debentures due June 30, 2019 and having a conversion price of $5.00 per common share, which are listed for trading on the Toronto Stock Exchange under the symbol IBG.DB (the “Debentures”) in accordance with the terms of the Debentures.
The Debentures will be redeemed on October 31, 2016. The total redemption amount payable for each $1,000 principal amount of the Debentures will equal a redemption price of $1,000 plus accrued and unpaid interest of $23.59 up to but excluding the redemption date.
IBI will satisfy its obligation to pay to the holders of Debentures the Redemption Price by issuing and delivering to the holders that number of common shares obtained by dividing the Redemption Price by 95% of the volume-weighted average trading price per common share for 20 consecutive trading days ending on the fifth trading day preceding the Redemption Date on the Toronto Stock Exchange (the “Current Market Price”).
No fractional common shares shall be delivered upon the exercise by the Company of the above-mentioned redemption right but, in lieu thereof, the Company shall pay the cash equivalent thereof determined on the basis of the Current Market Price (less any tax required to be deducted, if any).
IBI will, on the Redemption Date, make the delivery to the Debenture Trustee, for delivery to and on account of the holders, of certificates representing the common shares to which holders are entitled together with the cash equivalent in lieu of fractional common shares and cash for all accrued and unpaid interest up to, but excluding, the Redemption Date.
Beneficial holders of debentures should contact their investment dealer if they have any questions about the redemption. The interest upon the principal amount of debentures called for redemption will cease to be payable from and after the redemption date.
A full description of the redemption process is set out in IBI’s final short-form prospectus dated September 24, 2009. Holders of debentures may also refer to the Trust Indenture dated as of September 30, 2009 and the Fourth Supplemental Indenture dated as of July 18, 2014. All of the foregoing documents are available under IBI’s SEDAR profile at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Caution Regarding Forward-Looking Information
Statements in this news release that describe the Company’s or management’s expectations, forecasts, guidance or estimates may constitute “forward-looking” statements, and such statements use words such as “may”, “will”, “expect”, “believe”, “plan” and other similar terminology. Forward-looking statements also include statements that are not historical facts. Forward-looking statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, 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. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including those related to: (i) the impact of general economic conditions; (ii) industry conditions; and (iii) stock market volatility, 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 of the date of this news release.
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.
SOURCE: IBI Group Inc.
For further information:
Stephen Taylor, CFO
IBI Group Inc.
55 St. Clair Avenue West
Toronto, ON M4V 2Y7
Bayfield Strategy, Inc.