- Rights offering to raise maximum proceeds of $9,133,000
TORONTO, Nov. 10, 2015
/PRNewswire/ - IBI Group Inc. ("IBI" or the
"Company") (TSX: IBG) today announced that the Company
will be offering each shareholder of its common shares (the "Common
Shares") the right to subscribe for additional Common Shares of IBI
(a "Right"). The record date for establishing the shareholders
entitled to receive the Rights will be 5:00
p.m. (Toronto time) on
November 19, 2015 (the "Record
Date").
Four Rights will entitle a shareholder to subscribe for one
Common Share upon payment of the subscription price of $1.60 per Common Share. The subscription price of
$1.60 per Common Share is equal to a
discount of approximately 22.7% from the volume weighted average
trading price of Common Shares on the Toronto Stock Exchange
("TSX") for the 5 day period ending on November 9, 2015. The Rights will be listed on
TSX.
Shareholders who fully exercise their Rights are entitled to
subscribe pro rata for additional Common Shares, if available as a
result of unexercised Rights prior to the Expiry Time.
IBI Group Management Partnership and its affiliated
partnerships, which hold 3,860,206 Common Shares, have agreed to
provide a standby commitment under which they have agreed to
exercise their Rights received as shareholders and to subscribe for
additional Common Shares available as a result of unexercised
Rights, subject to a limit such that their ownership of Common
Shares represents an ownership interest of less than 50% in the
Company (on a partially diluted basis, assuming the exchange
of Class B Units of IBI Group partnership for Common
Shares).
There are currently 17,808,484 Common Shares outstanding, so
that if all of the Rights were fully exercised, the Rights offering
would raise net proceeds of $6,723,000 (after deducting estimated expenses
relating to the Rights offering). The net proceeds will be used to
repay indebtedness.
The rights will expire at 5:00
p.m. (Toronto time) on
December 18, 2015 (the "Expiry
Time"), after which time unexercised Rights will be void and of no
value. If a shareholder does not exercise the Rights and the
Rights offering is completed, such shareholder's percentage
interest in the Company will be diluted upon the exercise of Rights
by other shareholders.
Details of the Rights offering will be set out in a circular
that will be mailed to shareholders and will be available under
IBI's SEDAR profile at www.sedar.com.
IBI Group partnership, the partnership through which the
business of IBI is conducted, will concurrently with the Rights
offering, issue to IBI Group Management Partnership (the holder of
all of the 5,025,778 issued and outstanding Class B Units of IBI
Group), rights to subscribe for up to an additional 1,256,444 Class
B Units, which are exchangeable for Common Shares, on terms
substantially similar to those of the Rights offering. The
subscription price will be paid by a promissory note which will be
set off against the corresponding amount of indebtedness owing by
IBI Group to IBI Group Management Partnership, and will result in
further debt reduction of approximately $2,010,000.
In addition, it is proposed that a portion of the remaining IBI
Group indebtedness to IBI Group Management Partnership be used to
satisfy the subscription price for additional Common Shares and/or
Class B Units to be subscribed for by IBI Group Management
Partnership pursuant to a private placement, subject to a limit
such that it will hold an ownership interest of less than 50% in
the Company (on a partially diluted basis, assuming the
exchange of Class B Units for Common Shares).
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)
IBI's ability to maintain profitability and manage its growth; (ii)
IBI's reliance on its key professionals; (iii) competition in the
industry in which IBI operates; (iv) timely completion by IBI of
projects and performance by IBI of its obligations; (v) fixed-price
contracts; (vi) the general state of the economy; (vii)
acquisitions by IBI; (viii) risk of future legal proceedings
against IBI; (ix) the international operations of IBI; * reduction
in IBI's backlog; (xi) fluctuations in interest rates; (xii)
fluctuations in currency exchange rates; (xiii) potential
undisclosed liabilities associated with acquisitions; (xiv) upfront
risk for time invested in participating in consortiums bidding on
large projects; (xv) limits under IBI's insurance policies; (xvi)
the Company's reliance on distributions from IBI Group LP and IBI
Group and, as a result, its susceptibility to fluctuations in IBI's
performance; (xvii) unpredictability and volatility of the price of
the Company's shares; (xviii) the degree to which IBI is leveraged;
(xix) the possibility that the Company may issue additional shares
diluting existing shareholders' interests; and (xx) income tax
matters. See "Risk Factors" discussed in the Company's Annual
Information Form filed with the Canadian securities regulatory
authorities. 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 (TSX:IBG) is a globally integrated architecture,
planning, engineering, and technology firm with over 2,200
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.
