TORONTO , Oct. 13, 2020 /CNW/ - GMP Capital Inc. ("GMP" or the "Company") (TSX: GMP) announced today the commencement of its previously announced substantial issuer bid ("SIB") under which the Company will purchase up to 16,528,926 of its outstanding common shares ("Common Shares") at $2.42 per Common Share for an aggregate purchase price of approximately $40 million .
The SIB will expire at 5:00 p.m. (Eastern time) on November 18, 2020 , unless extended or withdrawn by the Company. Other than customary conditions, the only condition for take-up will be the closing of the Company's previously announced consolidation of 100% of the ownership of Richardson GMP Limited under GMP (the "RGMP Transaction"). The SIB is not conditional upon any minimum number of Common Shares being tendered.
If more than 16,528,926 Common Shares are validly deposited under the SIB, then the deposited Common Shares will be purchased on a pro rata basis according to the total number of Common Shares validly deposited under the SIB (subject to certain exceptions for "odd lot" holders).
The directors and management of the Company have advised that they do not intend to tender shares under the SIB. Pursuant to the terms of a previously announced settlement agreement disclosed on September 28, 2020 , Richardson Financial Group Limited, which based on publicly available information holds 18,170,575 Common Shares, has agreed to not to tender to the SIB. In addition, no Common Shares issued in connection with the RGMP Transaction will be permitted to be deposited under the SIB. As a result, the full $40 million will be available to minority GMP common shareholders.
The table below shows the percentage ownership for all three of GMP's common shareholder groups following the SIB:
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Common Shareholder Group
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Common Share Ownership (%) (1)
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GMP Minority Shareholders
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25.58%
|
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Richardson Financial Group Limited
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43.77%
|
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RGMP Investment Advisors and Employees
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30.65%
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|
Total
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100%
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(1) Assumes SIB is fully subscribed.
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GMP reserves the right, subject to applicable laws, to withdraw or amend the SIB if, at any time prior to the payment of deposited Common Shares, certain events occur. GMP intends to fund any purchases of Common Shares pursuant to the SIB from cash on hand and short-term investments.
The formal offer to purchase and issuer bid circular (the "Offer Document") containing the terms and conditions of the SIB and instructions for tendering Common Shares will be filed with the applicable securities regulators and mailed to registered shareholders. The Offer Document and related materials will be available under the Company's SEDAR profile at www.sedar.com .
Neither the Company nor its board of directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Common Shares to the SIB. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Common Shares. The solicitation and the offer to purchase Common Shares by the Company is being made only pursuant to the Offer Document. Shareholders of the Company are urged to read the Offer Document and related materials carefully and to consult with their own financial, tax and legal advisors prior to making any decision with respect to the SIB.
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 timing and completion of the SIB, the intentions of the Company's directors, officers and common shareholders with respect to tendering to the SIB, and the ownership interests of the Company's common shareholders following completion of the SIB, 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 currently operates through two business segments: Operations Clearing and Wealth Management; and a corporate segment. Operations Clearing provides carrying broker services to Richardson GMP 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 non-controlling ownership interest in Richardson GMP. Richardson GMP, one of Canada's largest independent wealth management firms, is focused on providing exclusive and comprehensive wealth management and investment services delivered by an experienced team of investment professionals. GMP is listed on the Toronto Stock Exchange under the symbol "GMP". For further information, please visit our corporate website at gmpcapital.com .
SOURCE GMP Capital Inc.