IBI Group Inc. Announces Revised Proposal To Amend Terms Of 7.0% Convertible Debentures and Rescheduled Debentureholder Meeting

  • Debentureholders offered two attractive incentive options for votes FOR/consent
  • Special meeting rescheduled to June 27th to provide Debentureholders additional time to vote proxies and receive consent fee
  • Revised proposal reflects feedback and engagement with Debentureholders

TORONTO, May 27, 2014 /CNW/ - IBI Group Inc. ("IBI" or the "Company") (TSX: IBG) announces that it has rescheduled the special meeting of holders of its 7.0% convertible unsecured subordinated debentures (the "Debentures") to 10:00 AM (Eastern Time) on June 27, 2014. An amended management information circular in connection with the rescheduled meeting will be mailed to holders of the Debentures ("Debentureholders") and filed with the Canadian securities regulatory authorities. Any forms of proxy/consents sent to Debentureholders with the management information circular dated April 29, 2014 and received by IBI will not be counted, and Debentureholders will be asked to submit a completed amended form of proxy/consent.

New Enhanced Incentives to Consent/Vote FOR

After engagement with Debentureholders and based on the feedback received, the Company is now offering Debentureholders two new enhanced incentives in exchange for their vote FOR/consent to the proposed amendments. Either option is available to Debentureholders that deliver and do not withdraw valid proxies voting FOR the Debenture Amendments on or prior to 5:00 p.m. (Eastern Time) on June 25, 2014.

Option A - Promissory Note:

Receive a consent fee, consisting of an unsecured, non-convertible promissory note equal to $195.65 per $1,000 principal amount of Debentures, payable December 31, 2016 and bearing interest at the rate of 7.0% per annum and payable on maturity; or

Option B - Promissory Note + Reduced Conversion Price:

Receive (i) a consent fee, consisting of an unsecured, non-convertible promissory note equal to $86.96 per $1,000 principal amount of Debentures, payable December 31, 2016 and bearing interest at the rate of 7.0% per annum and payable on maturity and (ii) the reduction of the conversion price for the Debentures to $5.00 per common share from $19.17 per common share.

Reduced Conversion Price for Debentureholders Who Take No Action or Do Not Support the Debenture Amendments:

Debentureholders who either do not deposit a proxy, abstain from voting on the Debenture Amendments or who vote against the Debenture Amendments, will receive the benefit of the reduction of the conversion price to $5.00 per share from $19.17 per share.

Payment of the consent fee note and/or reduction of the conversion price, as elected, will be conditional upon, among other things, the Debenture Amendments being validly approved by Debentureholders and satisfaction of the other conditions precedent described in the management information circular.

Benefits of the Debenture Amendments and Consent Incentives

  • Option A provides electing Debentureholders with a consent fee in the form of an interest bearing note that is considerably larger than the consent fee proposed in the Company's prior proposal to Debentureholders;
  • Option B provides electing Debentureholders with an enhanced consent fee in the form of an interest bearing note, and the reduction of the conversion price on their Debentures to $5.00 per share, enabling them greater potential participation in the potential future appreciation of IBI's shares until the June 30, 2019 maturity date of the Debentures;
  • The Company will provide Debentureholders who do not deposit proxies, abstain from voting on the Debenture Amendments or who vote against the Debenture Amendments with the benefit of the reduction of the conversion price to $5.00 per share from $19.17 per share.
  • Either option is available to consenting Debentureholders, and the options are designed to incentivize Debentureholders to act in the best interests of all IBI security holders.
  • The extension of the maturity date from December 31, 2014 to June 30, 2019 will afford Debentureholders a longer period of time during which to receive interest at a favourable 7.0% rate, an attractive yield, especially in the current low-interest rate environment and in light of other reinvestment opportunities available.
  • The Company believes that the Debenture amendments are in the best interests of IBI securityholders, and an important step in restructuring, enhancing and strengthening the Company's balance sheet and providing the Company additional time to execute its business plan. The Board has unanimously recommended that Debentureholders Vote FOR/Consent to the Debenture amendments.

"We are pleased to offer Debentureholders two new enhanced incentives to vote FOR/consent to the Debenture Amendments. These incentives directly reflect the feedback that we received from Debentureholders. The rescheduling of the Special Meeting will allow Debentureholders additional time to submit their proxies, and opt for their consent fee. We have also made an allowance for those Debentureholders who do not support the Debenture Amendments to receive the benefit of the reduction of the conversion price to $5.00 per share," said Scott Stewart, CEO.

The Amendments

At the special meeting, Debentureholders are being asked to vote FOR/consent to a proposed amendment to the Debentures, which, if approved, will extend the maturity date from December 31, 2014 to June 30, 2019 and reduce the conversion price to $5.00 per share from $19.17 per share for Debentureholders who vote FOR/consent to the Debenture Amendments and elect Option B and Debentureholders who do not support the Debenture Amendments (the "Debenture Amendments"). Other than the foregoing Debenture Amendments, the terms of the Debentures will remain unchanged.

For more information see "Benefits of the Debenture Amendments and Recommendation of the Board" in the amended management information circular.

How to Vote and Who to Contact for Assistance

Debentureholders who own Debentures as of the close of business on May 28, 2014, which is the record date for the meeting, are entitled to vote with respect to the Debenture Amendments.

Debentureholders who wish to receive their consent incentive must mark the VOTES FOR/CONSENTS TO box on the form of proxy/consent accompanying the amended management information circular and elect for Option A or B and deposit it in accordance with the instructions on the form of proxy/consent, prior to 5:00 p.m. (Eastern Time) on June 25, 2014.

Debentureholders who require assistance in completing their form of proxy/consent should immediately contact CST Phoenix Advisors, toll-free at 1-800-332-6179 or call collect at 201-806-2222 or by email at inquiries@phoenixadvisorscst.com  

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain certain "forward-looking statements" that address future events, conditions or results of operations. These forward-looking statements can be identified by the use of forward-looking words such as "may", "should", "will", "could", "expect", "intend", "plan", "estimate", "anticipate", "believe", "future" or "continue" or the negative forms thereof or similar variations. These forward-looking statements are based on certain assumptions and analyses made by management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Undue reliance should not be placed on such forward-looking statements, which are not a guarantee of performance and are subject to a number of risks and uncertainties, including, but not limited to, that the Debenture Amendments will not be successfully completed for any reason and the risk that, if completed, the Corporation or Debentureholders may not realize the anticipated benefits of the Debenture Amendments. Many of such risks and uncertainties are outside the control of the Corporation and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In making such forward-looking statements, management has relied upon a number of material factors and assumptions, including with respect to general economic and financial conditions, interest rates, exchange rates, equity and debt markets, business competition, changes in government regulations or in tax laws, acts and omissions of third parties and the ability of the Corporation to obtain approval for the Debenture Amendments. Such forward-looking statements should, therefore, be construed in light of such factors and assumptions. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

About IBI Group Inc.:

The Company is a TSX listed corporation and its common shares trade under the symbol "IBG".

IBI Group is a globally integrated architecture, planning, engineering, and technology firm with over 2,600 professionals around the world. For more than 40 years, our dedicated professionals have helped clients create livable, sustainable, and advanced urban environments. We are one of the largest architecture firms in the world, and more than 300 of our staff architects, planners, designers and engineers are LEED accredited.

From high-rises to industrial buildings, schools to state-of-the-art hospitals, transit stations to highways, airports to toll systems, bike lanes to parks, we design every aspect of a truly integrated city for people to live, work, and play.

We organize our expertise into three areas:

  1. Intelligence: systems designer, software development.
  2. Buildings: building architecture, building engineering (mechanical, structural, electrical).
  3. Infrastructure: planning, urban design, landscape architecture, transportation, and engineering.

Our collaborative and combined approach focuses not only on creating the best solutions today, but also creating the right solutions for tomorrow.

We believe cities must be designed with intelligent systems, sustainable buildings, efficient infrastructure, and a human touch

At IBI, we're defining the cities of tomorrow.

 

For further information:

Stephen Taylor 
IBI Group Inc.
230 Richmond Street West, 5th Floor
Toronto, ON M5V 1V6 
Tel: 416-596-1930, Fax: 416-596-8024

For assistance in voting or to receive replacement proxy materials:

CST Phoenix Advisors
North American Toll Free: 1-800-332-6179
Banks, Brokers, and Collect Calls: 201-806-2222
Toll Free Facsimile: 1-888-509-5907
Email: inquiries@phoenixadvisorscst.com

SOURCE IBI Group Inc.

For further information:

Media:

Riyaz Lalani
Bayfield Strategy, Inc.
416-907-9365
rlalani@bayfieldstrategy.com