TORONTO, ON. (November 19, 2020) – GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today the preliminary results of its previously announced substantial issuer bid (“SIB”) to purchase up to 16,528,926 of GMP’s outstanding common shares (“Common Shares”) at $2.42 per Common Share for an aggregate purchase price of approximately $40 million. The SIB expired at 5:00 p.m. (Eastern time) on November 18, 2020.
In accordance with the terms and conditions of the SIB and based on the preliminary count by AST Trust Company (Canada), as depositary for the SIB (the “Depositary”), GMP expects to take up and purchase for cancellation 16,528,926 Common Shares at the purchase price of $2.42 per Common Shares for an aggregate purchase price of approximately $40 million.
The number of Common Shares purchased under the SIB represent approximately 21.9% of the Common Shares issued and outstanding prior to the commencement of the SIB, and 9.4% of the Common Shares issued and outstanding after giving effect to the previously announced consolidation of 100% of the ownership of Richardson Wealth Limited (formerly Richardson GMP Limited) under GMP, which closed on October 20, 2020. After giving effect to the cancellation of the Common Shares purchased, 159,380,123 Common Shares will be issued and outstanding.
An aggregate of 42,386,922 Common Shares were validly tendered or tendered through notice of guaranteed delivery and not withdrawn pursuant to the SIB. As a result of the SIB having been oversubscribed, it is expected that shareholders who tendered Common Shares to the SIB will have the number of Common Shares prorated to approximately 39% of their successfully tendered Common Shares following the determination of the final results of the SIB (other than “odd lot” tenders, which are not subject to proration).
The full details of the SIB are described in the offer to purchase and issuer bid circular of the Company dated October 13, 2020, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and available on SEDAR at www.sedar.com.
The number of Common Shares to be purchased under the SIB and the proration factor referred to above are preliminary, remain subject to verification by the Depositary and assume that all Common Shares tendered through notice of guaranteed delivery will be delivered within the two-trading day settlement period. GMP will announce the final results (including the final proration factor) following completion of take-up of the Common Shares.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares.
FORWARD LOOKING INFORMATION
This press release contains “forward-looking information” as defined under applicable Canadian securities laws. This information includes, but is not limited to, statements made with respect to management’s beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.
The forward-looking statements included in this press release, including statements regarding the number of Common Shares expected to be taken up under the SIB and the proration factor, are not guarantees of future results and involve numerous known and unknown risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. Forward-looking statements are based on reliance on certain assumptions management considers reasonable at this time, including that the SIB will be fully subscribed. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and GMP undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
ABOUT GMP CAPITAL INC.
GMP (soon to be renamed RF Capital Group Inc.) currently operates through two business segments: Operations Clearing and Wealth Management; and a Corporate segment. Operations Clearing, through RF Securities Clearing LP (formerly GMP Securities L.P.), provides carrying broker services to Richardson Wealth and other third parties, including trade execution, clearing, settlement, custody, and certain other middle- and back-office services, and other expenses associated with providing such services. Wealth Management consists of GMP's wholly owned subsidiary Richardson Wealth. Richardson Wealth is one of the largest independent wealth management firms in Canada with $29 billion of assets under administration (as at September 30, 2020) and 19 offices across the country. The firm’s growing roster of Advisor teams (164 as at September 30, 2020) focus exclusively on providing strategic wealth advice and innovative investment solutions customized for each high net worth or ultra-high net worth client family, entrepreneur or business owner. GMP is listed on the Toronto Stock Exchange under the symbol “GMP”. For further information, please visit our corporate website at www.rfcapgroup.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
GMP Capital Inc.
Rocco Colella, Managing Director, Investor Relations
145 King Street West, Suite 200, Toronto, Ontario M5H 1J8
Tel: (416) 941-0894
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